The Contract of Sale of Shares is a crucial document used when transferring ownership of company shares in the United States. It serves as the primary instrument for documenting share transactions, whether for private or public companies. The agreement must comply with both federal securities laws (including SEC regulations) and state-specific requirements. It typically includes detailed provisions about the transaction structure, representations and warranties, conditions precedent, and completion mechanics. This document is particularly important for maintaining clear records of share ownership and ensuring regulatory compliance in corporate transactions.
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1. Parties: Identification of buyer(s) and seller(s), including full legal names and addresses
2. Background/Recitals: Context of the transaction, including company details and reason for sale
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price, and class of shares
5. Consideration: Payment terms, method, and timing
6. Completion: Details of closing process, timing, and deliverables
7. Seller's Warranties: Standard warranties regarding share ownership and authority to sell
8. Governing Law: Applicable jurisdiction and dispute resolution
1. Conditions Precedent: Conditions that must be met before completion - used for complex transactions or regulatory requirements
2. Non-competition: Restrictions on seller's future activities - used when selling controlling interest
3. Tag-along Rights: Rights of minority shareholders to join the sale - used in partial stake sales
4. Drag-along Rights: Rights to force minority shareholders to join the sale - used in majority stake sales
1. Schedule 1 - Share Details: Detailed description of shares being sold including share certificates
2. Schedule 2 - Company Information: Key company details including financial statements
3. Schedule 3 - Warranties: Detailed warranties and representations
4. Schedule 4 - Disclosure Letter: Exceptions to warranties
5. Schedule 5 - Board Resolutions: Corporate approvals for the transaction
6. Schedule 6 - Regulatory Approvals: Copies of required regulatory clearances
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