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Stock Purchase Agreement Private Company
"I need a Stock Purchase Agreement Private Company for acquiring 60% ownership in a Philippine technology company, with payment to be made in three installments over 2025 and including specific warranties about the company's intellectual property and customer contracts."
1. Parties: Identification of the Seller(s), Buyer(s), and the Company whose shares are being sold
2. Background: Context of the transaction, including current ownership structure and reason for sale
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase of Shares: Core transaction terms including number of shares, class of shares, and percentage of ownership being transferred
5. Purchase Price: Agreed price, payment terms, and any price adjustment mechanisms
6. Conditions Precedent: Conditions that must be satisfied before closing can occur
7. Closing: Mechanics of closing, including timing, location, and deliverables
8. Seller's Warranties: Representations and warranties regarding the shares, company, and seller's authority
9. Buyer's Warranties: Representations and warranties regarding buyer's authority and capacity to purchase
10. Covenants: Pre-closing and post-closing obligations of the parties
11. Tax Matters: Allocation of tax liabilities and responsibilities
12. Confidentiality: Obligations regarding confidential information
13. Governing Law and Jurisdiction: Philippine law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate provisions including notices, amendments, and entire agreement
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Employee Matters: Include when there are specific arrangements regarding key employees or management
3. Non-Competition: Add when seller needs to be restricted from competing post-sale
4. Intellectual Property Rights: Include for technology companies or when IP is a significant asset
5. Bank Financing: Include when purchase is partially funded through bank financing
6. Foreign Investment Provisions: Required when buyer is foreign and subject to Philippine foreign investment restrictions
7. Tag-Along/Drag-Along Rights: Include when there are multiple sellers or remaining shareholders
8. Environmental Matters: Include for companies with significant environmental exposure
9. Real Property: Include when company owns significant real estate assets
1. Schedule of Shares: Detailed description of shares being transferred including share certificate numbers
2. Disclosure Schedule: Exceptions and qualifications to the warranties
3. Company Financial Statements: Recent financial statements of the company
4. Material Contracts: List and copies of important contracts
5. Corporate Documents: Articles of incorporation, by-laws, and other corporate documents
6. Intellectual Property: List of IP rights owned or licensed by the company
7. Real Property Schedule: Details of owned or leased real property
8. Employee Schedule: List of employees and their terms of employment
9. Permits and Licenses: List of governmental permits and licenses
10. Closing Checklist: List of all documents and actions required for closing
Authors
Agreement
Articles of Incorporation
Board of Directors
Business Day
By-laws
Closing
Closing Date
Company
Completion
Confidential Information
Consideration
Disclosed
Disclosure Letter
Encumbrance
Effective Date
Financial Statements
General Information Sheet
Governmental Authority
Intellectual Property Rights
Law
Liabilities
Material Adverse Change
Material Contracts
Ordinary Course of Business
Parties
Permits
Person
Philippine Peso
Purchase Price
Purchaser
Related Party
Sale Shares
SEC
Securities
Seller
Shares
Signing Date
Subsidiary
Tax
Target Company
Third Party
Transaction
Transaction Documents
Transfer
Warranties
Working Day
Definitions and Interpretation
Share Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Closing Covenants
Closing Mechanics
Post-Closing Covenants
Representations and Warranties
Due Diligence
Tax Matters
Confidentiality
Non-Competition
Non-Solicitation
Indemnification
Force Majeure
Assignment
Notices
Regulatory Compliance
Corporate Authority
Share Transfer Restrictions
Shareholder Rights
Employee Matters
Intellectual Property
Dispute Resolution
Governing Law
Jurisdiction
Amendment
Severability
Entire Agreement
Survival
Third Party Rights
Costs and Expenses
Termination
Waiver
Further Assurance
Counterparts
Technology
Manufacturing
Real Estate
Financial Services
Retail
Healthcare
Energy
Transportation
Agriculture
Construction
Professional Services
Hospitality
Mining
Telecommunications
Education
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Due Diligence
Treasury
Risk Management
Board of Directors
Corporate Secretariat
Business Development
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
General Counsel
Investment Banker
Corporate Secretary
Finance Director
Mergers & Acquisitions Director
Due Diligence Officer
Tax Director
Compliance Officer
Business Development Director
Board Member
Managing Director
Private Equity Manager
Corporate Development Manager
Risk Manager
Treasury Manager
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