The Stock Contribution Agreement serves as a critical document in corporate restructuring, tax planning, and business reorganization scenarios. It is commonly used when shareholders wish to contribute their stock to another entity, often for tax-efficient transfers or corporate reorganizations. This agreement, governed by U.S. federal and state securities laws, details the specific terms of the contribution, including the number and type of shares, representations about ownership and authority, and any conditions precedent to the transfer. The document is essential for maintaining compliance with SEC regulations and establishing a clear record of the transaction for tax and corporate purposes.
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1. Parties: Identification of the contributing party and receiving entity
2. Background: Context of the contribution and relationship between parties
3. Definitions: Key terms used throughout the agreement
4. Contribution of Shares: Details of shares being contributed, including quantity, class, and rights
5. Representations and Warranties: Statements of fact and assurances from both parties
6. Closing Conditions: Requirements that must be met before the contribution can be completed
7. Governing Law: Jurisdiction and applicable law
1. Tax Matters: Specific tax treatment and obligations - include when tax implications need specific addressing
2. Registration Rights: Rights regarding future registration of securities - include when contributor requires ability to register shares in the future
3. Lock-up Provisions: Restrictions on transfer of shares - include when parties want to restrict share transfers for a period
1. Schedule of Contributed Shares: Detailed list of shares being contributed, including certificate numbers
2. Corporate Resolutions: Board and/or shareholder resolutions approving the contribution
3. Disclosure Schedule: Exceptions to representations and warranties
4. Form of Stock Powers: Required documentation for transfer of certificated shares
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