The Equity Sale Agreement is a fundamental document used in corporate transactions where ownership interests are being transferred. It serves as the primary contract governing the sale of shares or other equity interests in a company under U.S. law. This agreement is essential for both private and public company transactions, though requirements vary based on the company's status and jurisdiction. It includes detailed provisions on purchase price, payment mechanisms, representations about the business, indemnification rights, and closing conditions. The agreement must comply with federal securities laws, state corporate laws, and potentially other regulatory requirements depending on the transaction size and industry.
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1. Parties: Identification of buyer(s) and seller(s), including legal status and addresses
2. Background/Recitals: Context of the transaction, including description of the equity being sold
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including price, shares being sold, and payment terms
5. Closing: Timing and mechanics of the closing, including deliverables
6. Representations and Warranties of Seller: Seller's statements about the company and shares being sold
7. Representations and Warranties of Buyer: Buyer's statements about their capacity to enter into the transaction
8. Covenants: Pre and post-closing obligations of the parties
9. Indemnification: Terms for compensating parties for breaches or losses
10. Governing Law: Applicable law and jurisdiction
1. Earn-out Provisions: Terms for additional payments based on future performance metrics
2. Employee Matters: Provisions dealing with treatment of employees and employment arrangements post-closing
3. Non-compete: Restrictions on seller's future competitive activities in specified geographic areas and timeframes
4. Transition Services: Terms governing post-closing services provided by seller to ensure smooth transition
1. Disclosure Schedules: Detailed disclosures relating to representations and warranties
2. Share Certificate(s): Copies of share certificates being transferred
3. Financial Statements: Recent financial statements of the company
4. Material Contracts: List and copies of important company contracts
5. Intellectual Property Schedule: List of company's IP assets
6. Employee Schedule: List of employees and key terms of employment
7. Form of Resignation Letters: Template resignation letters for departing officers/directors
8. Form of Release: Template release documents
Relevant legal definitions
Affiliate
Agreement
Business Day
Closing
Closing Date
Company
Company Intellectual Property
Confidential Information
Consideration
Disclosure Schedules
Effective Date
Encumbrance
Equity Interests
GAAP
Governmental Authority
Indemnified Party
Indemnifying Party
Law
Liabilities
Loss
Losses
Material Adverse Effect
Material Contracts
Ordinary Course of Business
Parties
Permits
Person
Purchase Price
Purchaser
Representatives
Securities Act
Seller
Shares
Subsidiary
Tax
Taxes
Tax Returns
Third Party
Transaction Documents
Transfer
Working Capital
Agreement
Business Day
Closing
Closing Date
Company
Company Intellectual Property
Confidential Information
Consideration
Disclosure Schedules
Effective Date
Encumbrance
Equity Interests
GAAP
Governmental Authority
Indemnified Party
Indemnifying Party
Law
Liabilities
Loss
Losses
Material Adverse Effect
Material Contracts
Ordinary Course of Business
Parties
Permits
Person
Purchase Price
Purchaser
Representatives
Securities Act
Seller
Shares
Subsidiary
Tax
Taxes
Tax Returns
Third Party
Transaction Documents
Transfer
Working Capital
Clauses
Share Purchase
Purchase Price
Payment Terms
Conditions Precedent
Closing Mechanics
Representations and Warranties
Seller Warranties
Buyer Warranties
Company Warranties
Pre-Closing Covenants
Post-Closing Covenants
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Tax Matters
Employee Matters
Intellectual Property
Material Contracts
Corporate Authority
Due Authorization
Title to Shares
Financial Statements
Regulatory Compliance
Environmental Matters
Real Property
Insurance
Litigation
Force Majeure
Assignment
Amendment
Waiver
Notices
Severability
Entire Agreement
Governing Law
Dispute Resolution
Jurisdiction
Further Assurances
Costs and Expenses
Counterparts
Purchase Price
Payment Terms
Conditions Precedent
Closing Mechanics
Representations and Warranties
Seller Warranties
Buyer Warranties
Company Warranties
Pre-Closing Covenants
Post-Closing Covenants
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Tax Matters
Employee Matters
Intellectual Property
Material Contracts
Corporate Authority
Due Authorization
Title to Shares
Financial Statements
Regulatory Compliance
Environmental Matters
Real Property
Insurance
Litigation
Force Majeure
Assignment
Amendment
Waiver
Notices
Severability
Entire Agreement
Governing Law
Dispute Resolution
Jurisdiction
Further Assurances
Costs and Expenses
Counterparts
Relevant Industries
Relevant Teams
Relevant Roles
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