A Share Sale Agreement serves as the primary transaction document when transferring ownership of shares in a U.S. corporation. This agreement is essential for both private and public company transactions, though requirements vary significantly based on company type and transaction size. The document must comply with federal securities laws, state-specific regulations, and relevant industry requirements. A Share Sale Agreement typically includes comprehensive details about the transaction structure, representations and warranties, conditions precedent, and post-closing obligations. It's particularly important in establishing clear terms for the transfer and protecting both parties' interests through properly documented warranties and indemnities. The agreement should be tailored to address specific transaction requirements while ensuring compliance with applicable U.S. securities regulations and state laws.
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1. Parties: Identification of seller(s) and buyer(s) with full legal names and addresses
2. Background/Recitals: Context of the transaction, including company details and reason for sale
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Completion: Timing and mechanics of closing the transaction
6. Seller's Warranties: Standard representations about share ownership and authority to sell
7. Buyer's Warranties: Representations about authority to purchase and funding availability
8. Governing Law: Applicable jurisdiction and dispute resolution provisions
1. Conditions Precedent: Conditions that must be met before completion - used for complex transactions or where regulatory approvals needed
2. Non-Compete Provisions: Restrictions on seller's future business activities - used when seller remains active in the industry
3. Employee Matters: Provisions regarding existing employees - used when transaction affects employment arrangements
4. Tax Indemnities: Specific tax-related warranties and indemnities - used for larger transactions or complex tax situations
1. Share Details Schedule: Details of shares being transferred including share certificates
2. Company Information Schedule: Key corporate information including financial statements
3. Warranties Schedule: Detailed warranties about the company and its business
4. Disclosure Letter: Exceptions to warranties and representations
5. Material Contracts Schedule: List of important company contracts
6. Property Schedule: Details of company's real estate holdings
7. Intellectual Property Schedule: Schedule of IP rights and registrations
8. Completion Obligations Schedule: Detailed list of actions required at completion
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