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Share Purchase Agreement And Shareholders Agreement
"I need a Share Purchase Agreement and Shareholders Agreement for a tech startup acquisition where I'm purchasing 60% of shares, with specific provisions for an earn-out structure and protections for the founder who will retain 40% and continue as CEO."
1. Parties: Identification of all parties to the agreement including sellers, purchasers, and the company
2. Background: Context of the transaction and current company ownership structure
3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement
4. Sale and Purchase of Shares: Core transaction terms including share details and purchase price
5. Purchase Price and Payment: Detailed price structure, payment mechanics, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion
7. Pre-Completion Obligations: Parties' obligations between signing and completion
8. Completion: Mechanics and requirements for closing the transaction
9. Warranties and Representations: Seller and purchaser warranties about the shares, company, and transaction
10. Limitations on Liability: Caps, thresholds, and time limits on warranty claims
11. Board Composition and Management: Structure and appointment rights for the board of directors
12. Shareholder Rights and Obligations: Core shareholder provisions including voting rights and capital contributions
13. Reserved Matters: Decisions requiring special approval thresholds
14. Share Transfer Restrictions: Limitations on transfer of shares and required procedures
15. Exit Provisions: Mechanisms for future sale or IPO of the company
16. Confidentiality: Obligations regarding confidential information
17. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Earn-out Provisions: Include when part of purchase price is contingent on future performance
2. Seller Financing: Include when seller provides financing for the purchase
3. Anti-dilution Rights: Include for minority shareholders requiring protection against dilution
4. Tag-Along Rights: Include when minority shareholders need right to join in sale by majority
5. Drag-Along Rights: Include when majority shareholders need right to force minorities to join sale
6. Non-Compete and Non-Solicitation: Include when sellers need to be restricted from competing
7. Intellectual Property Rights: Include when IP is a significant company asset
8. Employee Matters: Include when specific employee arrangements need to be addressed
9. Real Estate Provisions: Include when company has significant real estate assets
10. Environmental Matters: Include for companies with environmental risks or obligations
1. Share Capital Information: Details of company's share capital structure and ownership
2. Warranties: Detailed seller warranties about the company and business
3. Disclosure Letter: Exceptions and qualifications to the warranties
4. Company Information: Key company details including subsidiaries and financial statements
5. Properties: List and details of company's real estate
6. Material Contracts: Summary of key commercial contracts
7. Intellectual Property: List of IP rights owned or licensed by the company
8. Employee Information: Details of key employees and benefit schemes
9. Completion Requirements: Detailed list of completion deliverables
10. Reserved Matters List: Detailed list of decisions requiring special approval
11. Form of Resignation Letters: Template resignation letters for departing directors
12. Form of Board Resolutions: Template board resolutions for completion
Authors
Affiliate
Annual Budget
Articles of Association
Board
Business
Business Day
Business Plan
Closing
Closing Date
Company
Completion
Conditions Precedent
Confidential Information
Control
Deed of Adherence
Defaulting Shareholder
Directors
Disclosed
Disclosure Letter
Encumbrance
Event of Default
Fair Market Value
Financial Statements
Financial Year
General Meeting
Group
Group Company
Independent Expert
Intellectual Property Rights
Long Stop Date
Management Accounts
Material Adverse Change
Material Contracts
Non-Defaulting Shareholders
Notice
Parties
Permitted Transferee
Purchase Price
Purchaser
Related Party Transaction
Reserved Matters
Sale Shares
Seller
Share Capital
Shareholder Loan
Shareholders
Shares
Subsidiary
Tag-Along Notice
Tag-Along Right
Target Group
Tax
Transaction Documents
Transfer
Warranties
Working Capital
Purchase Price
Payment Terms
Conditions Precedent
Completion Mechanics
Warranties and Representations
Liability Limitations
Due Diligence
Share Transfer Restrictions
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Management Rights
Reserved Matters
Shareholder Meetings
Voting Rights
Dividend Policy
Information Rights
Non-Competition
Non-Solicitation
Confidentiality
Anti-Dilution
Exit Provisions
Deadlock Resolution
Default Events
Remedies
Tax Covenants
Employee Matters
Intellectual Property
Force Majeure
Governing Law
Dispute Resolution
Notices
Assignment
Amendment
Severability
Entire Agreement
Third Party Rights
Costs and Expenses
Termination
Technology
Manufacturing
Real Estate
Financial Services
Healthcare
Retail
Energy
Professional Services
Media and Entertainment
Telecommunications
Industrial
Consumer Goods
Life Sciences
Infrastructure
Agriculture
Legal
Finance
Corporate Development
Mergers & Acquisitions
Strategy
Compliance
Tax
Corporate Secretariat
Board of Directors
Executive Management
Investment
Due Diligence
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
M&A Director
Investment Manager
Private Equity Partner
Business Development Director
Corporate Secretary
Finance Director
Legal Counsel
Investment Banker
Transaction Advisory Partner
Corporate Development Manager
Board Member
Managing Director
Compliance Officer
Strategy Director
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