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Membership Interest Sales Agreement
"I need a Membership Interest Sales Agreement for the sale of 100% membership interest in my software development Close Corporation to a corporate buyer, with completion scheduled for March 2025 and payment to be made in three installments."
1. Parties: Identification and details of the Seller(s) and Purchaser(s)
2. Background: Context of the transaction, including details about the relevant Close Corporation
3. Definitions and Interpretation: Defined terms and interpretation rules used throughout the agreement
4. Sale and Purchase: Core transaction terms, including the membership interest percentage being sold
5. Purchase Price: Amount, currency, and valuation details of the membership interest
6. Payment Terms: Payment method, timing, and any installment arrangements
7. Conditions Precedent: Conditions that must be met before the agreement becomes effective
8. Completion: Actions required at closing, including documentation and timing
9. Seller's Warranties: Warranties regarding ownership, authority, and state of the business
10. Purchaser's Warranties: Warranties regarding capacity and authority to enter the transaction
11. Tax Matters: Tax obligations, indemnities, and allocations
12. Confidentiality: Obligations regarding confidential information
13. Notices: Communication procedures and contact details
14. General Provisions: Standard legal provisions including governing law, jurisdiction, and entire agreement
1. Third Party Consents: Required when the transfer needs approval from other members or third parties
2. Regulatory Approvals: Needed when the transaction requires regulatory clearance
3. Employee Matters: Relevant when the transaction affects employment relationships
4. Restraint of Trade: Optional restrictions on the seller's future business activities
5. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
6. Bank Accounts and Financial Matters: Required when specific financial arrangements need to be addressed
7. Intellectual Property: Necessary when IP forms a significant part of the business assets
8. Post-Completion Obligations: Used when specific actions are required after closing
1. Details of the Close Corporation: Registration details, members, and business information
2. Membership Interest Details: Specific description of the interests being transferred
3. Purchase Price Calculation: Detailed breakdown of valuation and price determination
4. Conditions Precedent: Detailed list of all conditions to be satisfied
5. Warranties: Comprehensive list of warranties given by the Seller
6. Disclosed Information: List of disclosures against warranties
7. Company Assets: Inventory of key assets included in the transaction
8. Required Consents: List of required third-party and regulatory approvals
9. Completion Actions: Detailed checklist of closing requirements
Authors
Professional Services
Manufacturing
Retail
Real Estate
Technology
Construction
Agriculture
Healthcare
Hospitality
Transport and Logistics
Mining
Financial Services
Education
Media and Entertainment
Small and Medium Enterprises
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Corporate Governance
Executive Leadership
Business Development
Commercial
CEO
Managing Director
Business Owner
Corporate Lawyer
Legal Counsel
Company Secretary
Chief Financial Officer
Financial Director
Business Development Manager
Mergers & Acquisitions Manager
Commercial Director
Investment Manager
Corporate Governance Officer
Risk Manager
Compliance Officer
Transaction Advisor
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