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Stock Purchase Agreement Private Company
"I need a Stock Purchase Agreement Private Company for the sale of 25% of my technology startup's shares to a venture capital firm, including specific provisions for board representation and anti-dilution rights, with closing scheduled for March 2025."
1. Parties: Identification of buyer(s) and seller(s), including legal names and addresses
2. Background: Context of the transaction and company information
3. Definitions: Key terms used throughout the agreement
4. Purchase and Sale of Shares: Details of shares being sold, purchase price, and payment terms
5. Representations and Warranties of Seller: Seller's assertions about the company and shares
6. Representations and Warranties of Buyer: Buyer's assertions about capacity to purchase
7. Closing Conditions: Prerequisites for completing the transaction
8. Closing: Mechanics and timing of the transaction completion
1. Post-Closing Covenants: Additional obligations and requirements that parties must fulfill after the closing of the transaction
2. Employee Matters: Provisions dealing with employment agreements, benefits, and stock options for key employees
3. Tax Matters: Specific provisions regarding tax treatment, allocations, and indemnities
1. Disclosure Schedule: Detailed list of exceptions to representations and warranties made in the agreement
2. Capitalization Table: Detailed breakdown of the company's current ownership structure and securities
3. Financial Statements: Recent financial statements and reports of the company
4. Material Contracts: Schedule of significant agreements and contracts of the company
5. Intellectual Property Schedule: Comprehensive list of company's intellectual property assets
Authors
Affiliate
Business Day
Closing
Closing Date
Company
Confidential Information
Disclosure Schedule
Encumbrance
Financial Statements
Governmental Authority
Intellectual Property
Knowledge
Law
Laws
Material Adverse Effect
Material Contracts
Ordinary Course of Business
Party
Parties
Person
Purchase Price
Purchased Shares
Representatives
Securities Act
Seller's Knowledge
Shares
Subsidiary
Tax
Taxes
Tax Returns
Transaction Documents
Transfer
Working Capital
Material Adverse Change
Permitted Encumbrances
Balance Sheet Date
Indemnified Party
Indemnifying Party
Losses
Required Consents
Third Party
Third Party Claim
Purchase Price
Payment Terms
Representations and Warranties
Closing Conditions
Closing Mechanics
Due Diligence
Confidentiality
Non-Competition
Non-Solicitation
Indemnification
Tax Matters
Employee Matters
Intellectual Property
Material Contracts
Governing Law
Dispute Resolution
Force Majeure
Assignment
Notices
Amendment and Waiver
Severability
Entire Agreement
Survival
Further Assurances
Transfer Restrictions
Regulatory Compliance
Environmental Matters
Insurance
Real Property
Working Capital Adjustments
Post-Closing Covenants
Third Party Rights
Expenses
Termination Rights
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