The Common Stock Purchase Agreement serves as the primary document for transferring ownership of common stock in private companies under U.S. law. This agreement is essential when companies seek to raise capital, bring in new investors, or transfer ownership stakes. It typically includes detailed information about the transaction structure, price, representations and warranties, and compliance with securities regulations. The document is particularly important for ensuring regulatory compliance with both federal and state securities laws, including registration requirements or applicable exemptions. It provides legal protection for both parties by clearly documenting the terms of the transaction and any specific conditions or restrictions on the stock transfer.
Common Stock Purchase Agreement for the United States
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Key Requirements PROMPT example:
Common Stock Purchase Agreement
"I need a Common Stock Purchase Agreement for my technology startup to sell 100,000 shares of common stock to a venture capital investor, with standard registration rights and a right of first refusal, closing planned for March 15, 2025."
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1. Parties: Identifies the seller(s) and purchaser(s) of the common stock
2. Background/Recitals: States the context and purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement
4. Purchase and Sale: Details the specific terms of the stock purchase, including number of shares and price
5. Closing: Specifies closing date, conditions, and delivery requirements
6. Representations and Warranties of Seller: Seller's assertions about company, stock, and authority to sell
7. Representations and Warranties of Purchaser: Purchaser's assertions about authority and capacity to purchase
8. Governing Law: Specifies jurisdiction and applicable law
1. Registration Rights: Rights to register shares for public sale - include when purchaser requires ability to resell shares publicly
2. Tag-Along Rights: Right to participate in future sales - include for minority shareholders protection
3. Right of First Refusal: Company's or other shareholders' right to purchase shares before third parties - include to control ownership transfers
4. Board Representation: Rights to board seats - include for significant investments
1. Disclosure Schedule: Exceptions to representations and warranties
2. Capitalization Table: Current ownership structure pre and post-transaction
3. Form of Stock Certificate: Template of stock certificate to be issued
4. Required Consents: List of required third-party approvals
5. Financial Statements: Recent financial statements of the company
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