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1. Parties: Identification of the company and purchaser
2. Background: Context of the agreement and authority for issue
3. Definitions: Key terms used throughout the agreement
4. Purchase and Sale of Shares: Core terms of the stock purchase including price, number of shares, and payment terms
5. Restrictions on Transfer: Limitations on selling or transferring the shares including lock-up periods and transfer conditions
6. Vesting Provisions: Schedule and conditions for share vesting, including vesting periods and milestones
7. Company's Right of Repurchase: Terms under which company can buy back shares, including trigger events and valuation methods
8. Representations and Warranties: Statements of fact by both parties regarding authority, compliance and share status
9. Termination: Circumstances under which the agreement can be terminated and consequences
10. General Provisions: Standard clauses including notices, amendments, governing law, and jurisdiction
1. Tag-Along Rights: Rights of minority shareholders to join in sale of shares on same terms as majority shareholders
2. Drag-Along Rights: Rights to force minority shareholders to join in sale of shares when majority approves
3. Tax Provisions: Specific tax treatment, obligations and indemnities related to the share purchase
4. Employment Provisions: Terms linking share ownership to continued employment, if applicable
5. Voting Rights: Special provisions regarding voting rights attached to the restricted shares
1. Share Certificate: Form of share certificate to be issued to the purchaser
2. Vesting Schedule: Detailed timeline and conditions of share vesting arrangements
3. Shareholders' Rights: Summary of rights attached to the restricted shares
4. Section 431 Election: UK tax election form for employment-related securities
5. Notice of Exercise: Form for exercising rights under the agreement
Articles of Association
Board
Business Day
Company
Completion
Completion Date
Confidential Information
Directors
Encumbrance
Fair Market Value
Group
Law
Notice
Parties
Purchase Price
Purchaser
Restricted Period
Restricted Shares
Shares
Share Certificate
Shareholder
Shareholders' Agreement
Termination Date
Transfer
Unvested Shares
Vested Shares
Vesting Commencement Date
Vesting Period
Vesting Schedule
Working Hours
Purchase Price and Payment
Completion
Vesting
Transfer Restrictions
Company Repurchase Rights
Representations and Warranties
Confidentiality
Share Rights and Restrictions
Tax Matters
Voting Rights
Dividend Rights
Information Rights
Tag-Along Rights
Drag-Along Rights
Pre-emption Rights
Board Matters
Termination
Death or Disability
Restrictive Covenants
Assignment
Notices
Entire Agreement
Variation
Severability
Waiver
Costs
Further Assurance
Third Party Rights
Counterparts
Governing Law
Jurisdiction
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