Shares Purchase Agreement for the United States

Shares Purchase Agreement Template for United States

A Share Purchase Agreement is a legally binding contract used in the United States that documents the sale and transfer of shares from a seller to a buyer. The agreement outlines the terms and conditions of the share transfer, including purchase price, payment terms, representations and warranties, and conditions precedent. It complies with both federal securities laws and state-specific requirements, providing protection for all parties involved in the transaction.

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What is a Shares Purchase Agreement?

A Share Purchase Agreement (SPA) is essential when transferring ownership of shares in a U.S. company. This document is commonly used in both private and public company transactions, mergers and acquisitions, and investment deals. The SPA details crucial elements such as the number of shares being sold, purchase price, payment mechanisms, representations and warranties, and conditions for closing. It must comply with federal securities laws, state-specific regulations, and may require SEC filing depending on the transaction size. The agreement serves as the primary document protecting both buyers' and sellers' interests throughout the share transfer process.

What sections should be included in a Shares Purchase Agreement?

1. Parties: Identification of buyer(s) and seller(s) with full legal names and addresses

2. Background: Context of the transaction and brief description of the company whose shares are being sold

3. Definitions: Key terms used throughout the agreement including defined terms related to securities laws, purchase price, and completion mechanics

4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals and third-party consents

6. Completion: Mechanics and timing of the transfer, including closing deliverables and payment procedures

7. Warranties and Representations: Statements of fact about the shares, company, and parties, including compliance with securities laws

8. Covenants: Ongoing obligations of the parties, including regulatory compliance and information rights

9. Indemnification: Rights and obligations regarding compensation for losses arising from breaches

10. Miscellaneous: Standard boilerplate provisions including governing law, notices, and amendments

What sections are optional to include in a Shares Purchase Agreement?

1. Non-Competition: Restrictions on seller's future business activities, used when seller might compete with the business post-sale

2. Employee Matters: Provisions relating to key employees and management, used when transaction affects employment arrangements

3. Earn-out Provisions: Additional payment terms based on future performance, used when part of purchase price is contingent on future performance

4. Tag-Along Rights: Rights of minority shareholders to join in the sale, used in partial share sales with multiple shareholders

5. Drag-Along Rights: Rights to force minority shareholders to join the sale, used in transactions involving multiple shareholders

What schedules should be included in a Shares Purchase Agreement?

1. Schedule of Share Details: Details of shares being transferred including share certificates, class rights, and encumbrances

2. Schedule of Company Information: Corporate information including certificate of incorporation, bylaws, and corporate records

3. Schedule of Warranties: Detailed warranties about the company, business, and compliance with laws

4. Disclosure Letter: Exceptions and qualifications to warranties and representations

5. Schedule of Financial Statements: Recent financial statements and management accounts of the company

6. Schedule of Material Contracts: List and copies of key contracts affecting the business

7. Schedule of Intellectual Property: Details of company's IP rights and registrations

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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What is a Shares Purchase Agreement?

What sections should be included in a Shares Purchase Agreement?

What sections are optional to include in a Shares Purchase Agreement?

What schedules should be included in a Shares Purchase Agreement?

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