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Forward Share Purchase Agreement

Forward Share Purchase Agreement Template for United States

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Key Requirements PROMPT example:

Forward Share Purchase Agreement

"I need a Forward Share Purchase Agreement for the acquisition of 25,000 shares in a private tech company, with settlement scheduled for March 2025 and including specific provisions for anti-dilution protection and tag-along rights."

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Document background
Forward Share Purchase Agreements are utilized when parties wish to lock in a future share transaction at today's terms. These agreements are commonly used in corporate restructuring, strategic investments, and employee stock programs. The document must comply with U.S. securities laws, including SEC regulations and state-specific requirements. A Forward Share Purchase Agreement typically includes detailed provisions on price calculation, conditions precedent, representations and warranties, and closing mechanics. It's particularly relevant in scenarios where immediate share transfer is not desired or possible, but parties want to secure their future positions.
Suggested Sections

1. Parties: Identification of buyer and seller, including legal status and addresses

2. Background: Context of the transaction and purpose of the agreement

3. Definitions: Key terms used throughout the agreement including share definitions, completion date, and other relevant terminology

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

5. Payment Terms: Price calculation, payment method, and timing of payments

6. Conditions Precedent: Conditions that must be satisfied before completion including regulatory approvals and consents

7. Representations and Warranties: Standard assurances from both parties regarding capacity, authority, and share ownership

8. Completion: Mechanics of closing the transaction including timing and deliverables

9. Covenants: Ongoing obligations of the parties before and after completion

10. Termination: Circumstances under which the agreement may be terminated

11. Governing Law and Jurisdiction: Applicable law and courts having jurisdiction over disputes

Optional Sections

1. Price Adjustment: Mechanisms for adjusting the purchase price based on future events or performance

2. Security Arrangements: Details of any security or collateral arrangements for deferred payments

3. Tag-Along Rights: Rights of other shareholders to join the sale when multiple shareholders are involved

4. Pre-emptive Rights: Rights of existing shareholders regarding the transfer of shares

5. Anti-dilution Provisions: Protections against dilution of shareholding before completion

Suggested Schedules

1. Share Details Schedule: Detailed description of shares being purchased including class, rights, and current ownership

2. Calculation of Purchase Price Schedule: Formula and methodology for calculating the final purchase price

3. Form of Transfer Instrument: Template for share transfer documentation and stock powers

4. Required Consents Schedule: List of required regulatory and third-party approvals

5. Disclosure Schedule: Exceptions to representations and warranties made by the parties

6. Completion Deliverables: List of documents and items to be delivered at completion

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Industries

Securities Laws: Primary federal regulations including Securities Act of 1933 (registration and disclosure requirements), Securities Exchange Act of 1934 (trading and reporting requirements), State 'Blue Sky' laws, and SEC Rules and Regulations

Corporate Laws: Including Delaware General Corporation Law (if applicable), state-specific corporate laws where the company is incorporated, and corporate governance requirements

Tax Laws: Internal Revenue Code, state tax laws, and tax implications for both buyer and seller in the forward share purchase agreement

Uniform Commercial Code: Particularly Article 8 (Investment Securities) and Article 9 (Secured Transactions) governing securities and secured transactions

Contract Law: State-specific contract laws and Statute of Frauds requirements governing the formation and enforcement of contracts

Exchange Rules: NYSE/NASDAQ requirements and trading rules and regulations if shares are publicly traded

Antitrust Laws: Hart-Scott-Rodino Act, Clayton Act, and Sherman Act provisions regarding competition and market concentration

Dodd-Frank Act: Financial regulatory framework that may affect certain aspects of share purchase agreements

Investment Company Regulations: Investment Company Act and Investment Advisers Act provisions if relevant parties are investment companies

Foreign Investment Laws: CFIUS regulations and foreign investment reporting requirements if foreign buyers are involved

Bankruptcy Code: Provisions affecting enforceability of the agreement in case of bankruptcy proceedings

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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