A Promissory Note For Stock Purchase is commonly used when parties wish to structure a share purchase with deferred payment terms or installment payments. This document type is particularly useful in private company transactions where immediate full payment isn't feasible or desired. The note must comply with English and Welsh law requirements for both promissory notes and share transfers, including specific provisions under the Companies Act 2006 and the Bills of Exchange Act 1882. The document typically includes payment terms, share details, interest rates, and any security arrangements.
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1. Date and Parties: Identifies the maker (promisor) and payee (promisee) of the note, including full legal names and addresses
2. Promise to Pay: Clear and unconditional statement of promise to pay, including the specific sum and currency
3. Payment Amount: Detailed specification of the total payment amount for the stock purchase, including any applicable interest rates
4. Payment Terms: Comprehensive payment schedule, including due date(s), payment method, and any installment arrangements
5. Stock Details: Specific description of shares being purchased, including number, class, and company details
6. Default Provisions: Consequences of default and remedies available to the payee
7. Governing Law: Specification that the note is governed by the laws of England and Wales
1. Security: Terms regarding any collateral or security provided to guarantee the note
2. Acceleration Clause: Conditions under which the full amount becomes immediately due and payable
3. Transfer Rights: Terms governing the transferability of the note and any restrictions on assignment
4. Prepayment Terms: Conditions and terms for early payment of the note, including any penalties or bonuses
1. Schedule A - Share Certificate Details: Detailed information about the share certificates, including certificate numbers and share class specifications
2. Schedule B - Payment Schedule: Detailed payment timeline if installment payments are involved, including amounts and due dates
3. Schedule C - Company Information: Relevant company details including registration number, registered office, and share capital structure
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