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Share Purchase Agreement Of Private Limited Company Template for United States

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Key Requirements PROMPT example:

Share Purchase Agreement Of Private Limited Company

"I need a Share Purchase Agreement Of Private Limited Company for acquiring a tech startup in California, with an earnout structure over 3 years and specific IP protection clauses, planned closing date March 15, 2025."

Document background
The Share Purchase Agreement Of Private Limited Company is essential for any transaction involving the transfer of private company shares in the United States. This document is typically used in private M&A transactions, strategic investments, or ownership restructuring. It encompasses crucial elements such as share valuation, payment mechanisms, seller warranties, and indemnification provisions. The agreement must comply with U.S. federal securities laws, state corporate laws, and relevant regulatory requirements. It serves as the cornerstone document protecting both buyers' and sellers' interests while ensuring a legally compliant transfer of ownership.
Suggested Sections

1. Parties: Identification of buyer(s) and seller(s) with full legal names and addresses

2. Background/Recitals: Context of the transaction and key background information

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase of Shares: Core transaction terms including number of shares, price, and payment terms

5. Completion: Closing mechanics and conditions precedent

6. Seller's Warranties: Representations and warranties about the company and shares

7. Buyer's Warranties: Representations about buyer's capacity and authority

8. Governing Law and Jurisdiction: Applicable law and dispute resolution

Optional Sections

1. Pre-completion Covenants: Obligations between signing and closing - used when there's a gap between signing and closing

2. Non-compete Provisions: Restrictions on seller's future activities - used when seller might compete post-sale

3. Earn-out Provisions: Additional payment terms based on future performance - used when part of purchase price is contingent on future performance

4. Employee Matters: Treatment of key employees post-closing - used when employee retention is critical

Suggested Schedules

1. Schedule 1 - Share Details: Details of shares being transferred including share certificates

2. Schedule 2 - Warranties: Detailed warranties about the company and business

3. Schedule 3 - Disclosure Letter: Exceptions to warranties

4. Schedule 4 - Company Information: Key corporate and financial information

5. Schedule 5 - Material Contracts: List of important company contracts

6. Schedule 6 - Properties: Details of company real estate and leases

7. Schedule 7 - Intellectual Property: List of IP rights and registrations

8. Schedule 8 - Completion Obligations: Detailed closing checklist and requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Industries

Securities Act of 1933: Federal law governing the initial offering and sale of securities, including registration requirements and anti-fraud provisions for private company shares

Securities Exchange Act of 1934: Federal law regulating secondary trading of securities and establishing the SEC, relevant for disclosure requirements and anti-fraud provisions

Hart-Scott-Rodino Act: Requires companies to file pre-merger notifications for certain acquisitions, enabling antitrust review

Internal Revenue Code: Federal tax legislation governing tax implications of share transfers, capital gains, and related transaction structures

Foreign Investment and National Security Act: Legislation governing foreign investments in US companies, including review requirements for national security concerns

State Corporate Laws: State-specific laws governing corporate formation, operation, and share transfers (e.g., Delaware General Corporation Law)

Blue Sky Laws: State-specific securities laws regulating the offering and sale of securities to protect investors from fraudulent activities

State Contract Laws: State-specific laws governing contract formation, enforcement, and interpretation

Uniform Commercial Code: State-adopted standardized laws governing commercial transactions, including the transfer of securities

SEC Regulations: Federal regulatory framework governing private placements and securities transactions

FINRA Regulations: Rules governing broker-dealer involvement in securities transactions

FTC Requirements: Federal Trade Commission regulations regarding competition and antitrust considerations in share purchases

CFIUS Regulations: Committee on Foreign Investment in the US regulations for reviewing foreign investments in US companies

Corporate Governance Documents: Company-specific documents including Articles of Incorporation, Bylaws, and existing shareholder agreements that may affect share transfers

Employment Legislation: Laws governing employee rights and benefits that may be affected by change in ownership

Intellectual Property Laws: Federal and state laws protecting intellectual property rights that may be affected by the share purchase

Environmental Regulations: Environmental laws and regulations that may create liability or require compliance in connection with the share purchase

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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