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Pro Buyer Stock Purchase Agreement Template for United States

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Key Requirements PROMPT example:

Pro Buyer Stock Purchase Agreement

"I need a Pro Buyer Stock Purchase Agreement for acquiring a small software development company based in California, with specific emphasis on intellectual property protection and employee retention provisions, planned to close by March 2025."

Document background
The Pro Buyer Stock Purchase Agreement is specifically designed for transactions where the buyer seeks maximum protection in a stock acquisition. This contract type includes extensive due diligence requirements, robust representations and warranties, and strong indemnification provisions favoring the buyer. Commonly used in private company acquisitions in the United States, it provides comprehensive coverage of business operations, financial conditions, and legal compliance. The agreement typically includes detailed closing conditions, purchase price adjustments, and post-closing covenants to protect the buyer's interests.
Suggested Sections

1. Parties: Identifies buyer, seller, and the target company

2. Background/Recitals: Sets forth the context and purpose of the transaction

3. Definitions: Defines key terms used throughout the agreement

4. Purchase and Sale of Shares: Details the shares being sold and purchase price

5. Closing: Specifies closing date, conditions, and mechanics

6. Representations and Warranties of Seller: Seller's statements about company condition and compliance

7. Representations and Warranties of Buyer: Buyer's statements about authority and ability to close

8. Covenants: Pre and post-closing obligations of parties

9. Indemnification: Protection mechanisms for buyer against breaches

10. Termination: Conditions under which agreement can be terminated

Optional Sections

1. Earnout Provisions: Used when part of purchase price is contingent on future performance

2. Employee Matters: Addresses treatment of employees post-closing

3. Tax Matters: Specific tax allocations and responsibilities

4. Transition Services: Post-closing services provided by seller

Suggested Schedules

1. Disclosure Schedules: Exceptions to representations and warranties

2. Capitalization Table: Details of company's share structure

3. Material Contracts: List of important agreements affecting company

4. Intellectual Property Schedule: List of company's IP assets

5. Employee Schedule: List of key employees and terms

6. Real Property Schedule: Details of owned/leased property

7. Required Consents: List of third-party approvals needed

8. Form of Officer's Certificate: Template for closing certificates

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Clauses







































Industries

Securities Act of 1933: Federal law requiring registration of securities offerings and detailed financial disclosures to protect investors

Securities Exchange Act of 1934: Federal law governing secondary market trading and establishing the SEC

Sarbanes-Oxley Act 2002: Federal law enhancing corporate responsibility and financial disclosures, and combating corporate and accounting fraud

Dodd-Frank Act: Wall Street Reform and Consumer Protection Act addressing various aspects of financial regulation

Blue Sky Laws: State-specific securities regulations governing the offering and sale of securities to protect investors from fraudulent activities

Delaware General Corporation Law: Primary corporate law statute for Delaware corporations, often used as a model for corporate governance

Internal Revenue Code: Federal tax laws governing the tax implications of stock transfers and corporate transactions

UCC Article 8: Uniform Commercial Code provisions governing investment securities and their transfer

UCC Article 9: Uniform Commercial Code provisions governing secured transactions

Hart-Scott-Rodino Act: Federal law requiring companies to file pre-merger notifications for certain acquisitions

Clayton Act: Federal antitrust law prohibiting anti-competitive mergers and acquisitions

Sherman Act: Fundamental U.S. antitrust law prohibiting monopolistic business practices

ERISA: Employee Retirement Income Security Act governing employee benefit plans and stock ownership considerations

CFIUS Regulations: Committee on Foreign Investment regulations governing national security review of foreign investments in U.S. companies

FCPA: Foreign Corrupt Practices Act preventing bribery of foreign officials in international business transactions

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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