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Stock Sale Purchase Agreement
"I need a Stock Sale Purchase Agreement for the sale of 60% of shares in a Hong Kong technology startup, with completion scheduled for March 2025, including earn-out provisions based on revenue targets and ongoing employment terms for the founding team."
1. Parties: Identification of the seller(s) and purchaser(s), including full legal names and registered addresses
2. Background: Context of the transaction, including brief description of the company and reason for the sale
3. Definitions: Defined terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion of the sale
6. Pre-Completion Obligations: Obligations of both parties between signing and completion
7. Completion: Details of the completion process, timing, and deliverables
8. Warranties and Representations: Standard warranties given by seller regarding the shares and company
9. Limitations on Claims: Limitations on warranty claims including time limits and financial caps
10. Confidentiality: Obligations regarding confidential information
11. Tax Covenant: Tax-related warranties and indemnities
12. General Provisions: Standard boilerplate clauses including notices, governing law, etc.
1. Non-Competition: Restrictions on seller's future business activities - used when seller has significant know-how or customer relationships
2. Break Fee: Compensation payable if either party terminates - used in larger transactions
3. Earn-out Provisions: Additional payment terms based on future performance - used when parties cannot agree on fixed price
4. Management Provisions: Terms regarding ongoing management - used when seller continues involvement
5. Regulatory Approvals: Process for obtaining regulatory clearances - used for regulated industries or large transactions
6. Employee Matters: Specific provisions regarding employees - used when employment is a key concern
7. Intellectual Property: Special IP provisions - used when IP is a significant company asset
1. Schedule 1 - Share Details: Details of shares being sold including class, numbers, and paid-up status
2. Schedule 2 - Company Information: Detailed information about the company including corporate details and financial statements
3. Schedule 3 - Warranties: Comprehensive list of warranties given by the seller
4. Schedule 4 - Properties: Details of company's real estate assets if applicable
5. Schedule 5 - Intellectual Property: List of company's IP rights including registrations and licenses
6. Schedule 6 - Material Contracts: Summary of key contracts affecting the business
7. Schedule 7 - Employees: Details of key employees and their terms of employment
8. Schedule 8 - Completion Deliverables: List of documents and actions required at completion
9. Appendix A - Form of Resignation Letters: Template resignation letters for outgoing directors
10. Appendix B - Form of Board Resolutions: Template board resolutions approving the transfer
Authors
Financial Services
Technology
Manufacturing
Real Estate
Retail
Professional Services
Healthcare
Education
Construction
Energy
Telecommunications
Transportation
Media and Entertainment
Hospitality
E-commerce
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Board of Directors
Executive Leadership
Company Secretarial
Tax
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Investment Banker
Private Equity Manager
Mergers & Acquisitions Director
Corporate Development Manager
Financial Controller
Business Development Director
Risk Manager
Compliance Officer
Board Director
Managing Director
Transaction Advisory Partner
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