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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."
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
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
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
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