A Share Sale Deed is a crucial legal document used in Canadian business transactions when transferring ownership of shares from one party to another. It is particularly relevant when selling shares in private companies or significant stakes in public companies. The deed must comply with Canadian federal and provincial regulations, including the Canada Business Corporations Act, provincial Securities Acts, and relevant tax legislation. This document typically includes detailed provisions about the sale price, payment terms, warranties about the company's condition, representations by both parties, conditions precedent to completion, and post-completion obligations. It's essential for protecting both parties' interests and ensuring a legally compliant transfer of ownership. The Share Sale Deed should be customized based on factors such as the size of the transaction, the nature of the business, and specific provincial requirements where the transaction occurs.
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1. Parties: Identification of the Vendor(s) and Purchaser(s), including full legal names and addresses
2. Background: Context of the transaction, including details about the Company whose shares are being sold
3. Definitions and Interpretation: Definitions of key terms used throughout the deed and rules of interpretation
4. Sale and Purchase: Core transaction terms including the number and class of shares being sold
5. Purchase Price: Detailed description of the consideration and payment terms
6. Conditions Precedent: Any conditions that must be satisfied before completion can occur
7. Completion: Details of when, where and how completion will take place, including completion obligations
8. Vendor Warranties: Standard warranties given by the vendor regarding the shares and the company
9. Purchaser Warranties: Basic warranties from the purchaser, including capacity to purchase
10. Tax Indemnities: Specific indemnities relating to tax liabilities
11. Confidentiality: Obligations regarding confidential information
12. Announcements: Provisions regarding public announcements about the transaction
13. Notices: Process for giving formal notices under the deed
14. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and entire agreement
15. Execution: Formal execution blocks for all parties
1. Security for Purchase Price: Required when payment is not made in full at completion
2. Non-Competition Covenants: Include when restricting vendor from competing post-sale
3. Earn-out Provisions: Include when part of purchase price is contingent on future performance
4. Employee Matters: Required when there are specific arrangements regarding key employees
5. Intellectual Property Rights: Include when IP is a significant company asset requiring special provisions
6. Break Fee: Include when parties agree to compensation if deal fails under specific circumstances
7. Transitional Services: Required when vendor will provide services post-completion
8. Tag-Along/Drag-Along Rights: Include for partial share sales where remaining shareholders' rights need protection
1. Details of the Company: Complete corporate information including registration number, registered office, directors, etc.
2. Details of the Sale Shares: Specific information about the shares being sold including share certificate numbers
3. Warranties: Detailed warranties given by the vendor regarding the company and its business
4. Completion Obligations: Detailed list of documents and actions required at completion
5. Encumbrances: List of any existing charges or encumbrances on the shares
6. Company Financial Statements: Recent financial statements of the company
7. Material Contracts: List and/or copies of important company contracts
8. Property Schedule: Details of any real property owned or leased by the company
9. Intellectual Property: Schedule of company's IP rights and registrations
Relevant legal definitions
Accounts
Accounting Standards
Affiliate
Agreement
Articles of Incorporation
Board
Business
Business Day
Claim
Closing
Closing Date
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Control
Disclosed
Disclosure Letter
Effective Date
Encumbrance
Financial Statements
Financial Year
Governmental Authority
Group
GST/HST
Indebtedness
Intellectual Property Rights
Law
Liabilities
Losses
Material Adverse Change
Material Contracts
Notice
Parties
Permits
Person
Purchase Price
Purchaser
Related Party
Sale Shares
Securities Acts
Security Interest
Shareholders Agreement
Subsidiary
Tax
Tax Act
Tax Authority
Tax Returns
Third Party
Transaction
Transaction Documents
Vendor
Vendor Warranties
Working Day
Accounting Standards
Affiliate
Agreement
Articles of Incorporation
Board
Business
Business Day
Claim
Closing
Closing Date
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Control
Disclosed
Disclosure Letter
Effective Date
Encumbrance
Financial Statements
Financial Year
Governmental Authority
Group
GST/HST
Indebtedness
Intellectual Property Rights
Law
Liabilities
Losses
Material Adverse Change
Material Contracts
Notice
Parties
Permits
Person
Purchase Price
Purchaser
Related Party
Sale Shares
Securities Acts
Security Interest
Shareholders Agreement
Subsidiary
Tax
Tax Act
Tax Authority
Tax Returns
Third Party
Transaction
Transaction Documents
Vendor
Vendor Warranties
Working Day
Clauses
Interpretation
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Vendor Warranties
Purchaser Warranties
Tax Matters
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Share Transfer Mechanics
Representations
Security Interests
Board Composition
Company Administration
Restrictive Covenants
Announcements
Further Assurance
Assignment
Severability
Notices
Costs
Dispute Resolution
Governing Law
Jurisdiction
Force Majeure
Entire Agreement
Amendments
Third Party Rights
Time of Essence
Counterparts
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Vendor Warranties
Purchaser Warranties
Tax Matters
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Share Transfer Mechanics
Representations
Security Interests
Board Composition
Company Administration
Restrictive Covenants
Announcements
Further Assurance
Assignment
Severability
Notices
Costs
Dispute Resolution
Governing Law
Jurisdiction
Force Majeure
Entire Agreement
Amendments
Third Party Rights
Time of Essence
Counterparts
Relevant Industries
Financial Services
Technology
Manufacturing
Real Estate
Professional Services
Healthcare
Retail
Energy
Mining
Agriculture
Transportation
Media and Entertainment
Construction
Telecommunications
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Risk & Compliance
Corporate Secretariat
Treasury
Tax
Business Development
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Corporate Development Manager
Investment Banker
Finance Director
Managing Director
Board Director
Mergers & Acquisitions Manager
Transaction Advisory Manager
Corporate Finance Manager
Business Development Director
Risk Manager
Compliance Officer
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