The Simple Share Purchase Agreement is a fundamental transaction document used for transferring ownership of company shares in the United States. This agreement is particularly suitable for straightforward share transfers where extensive warranties and complex conditions are not required. It provides a balanced framework that protects both parties' interests while maintaining simplicity in its structure and terms. The document complies with U.S. federal securities laws and state-specific regulations, making it suitable for both private and small-scale public company transactions. It typically includes essential elements such as share details, purchase price, completion mechanics, and basic warranties, while allowing for customization based on specific transaction requirements. This type of agreement is commonly used in small to medium-sized business acquisitions, investment transactions, and internal corporate restructuring.
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1. Parties: Identifies and provides full legal details of the seller(s) and purchaser(s)
2. Background: Sets out the context of the transaction and basic information about the company whose shares are being sold
3. Definitions: Defines key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including the number of shares being sold and purchase price
5. Consideration: Details of the purchase price and payment terms
6. Completion: Specifies when and how the transfer will be completed, including any conditions precedent
7. Seller's Representations and Warranties: Basic warranties about share ownership, authority to sell, and absence of encumbrances
8. Purchaser's Representations and Warranties: Basic warranties about authority to purchase and ability to pay
9. Confidentiality: Obligations to keep the transaction and related information confidential
10. Costs: Allocation of transaction costs between parties
11. Notices: How formal notices under the agreement should be given
12. General Provisions: Standard boilerplate clauses including governing law, entire agreement, and amendments
1. Tax Covenant: Used when specific tax arrangements or indemnities are required
2. Non-Competition: Include when the seller needs to be restricted from competing post-sale
3. Employee Matters: Required when there are specific employment arrangements to be addressed
4. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
5. Break Fee: Used when parties want to specify damages for failure to complete
6. Interim Period Obligations: Include when there's a gap between signing and completion
7. Security for Obligations: Used when payment or obligations need to be secured
8. Further Assurance: Include when additional actions may be needed post-completion
1. Schedule 1 - Share Details: Details of the shares being sold including class, number, and nominal value
2. Schedule 2 - Company Details: Key information about the company including registered office, directors, and share capital
3. Schedule 3 - Warranties: Detailed warranties if more extensive than those in main agreement
4. Schedule 4 - Completion Requirements: List of documents and actions required at completion
5. Schedule 5 - Encumbrances: Details of any existing charges or encumbrances on the shares
6. Appendix A - Share Certificate: Copy of share certificate(s) being transferred
7. Appendix B - Board ReşěĐÓÖ±˛Ąs: Required board reşěĐÓÖ±˛Ąs approving the transfer
8. Appendix C - Transfer Forms: Share transfer forms to be executed at completion
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