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Sale Of Share Agreement Template for United States

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Key Requirements PROMPT example:

Sale Of Share Agreement

"I need a Sale of Share Agreement to sell 30% of my software company's shares to a strategic investor, with an earn-out clause based on revenue targets over the next three years until January 2025."

Document background
The Sale of Share Agreement is essential when transferring ownership of shares in a U.S. company. This document is commonly used in various scenarios, from small private transactions to large corporate deals. It includes crucial elements such as share valuation, payment terms, warranties, and regulatory compliance requirements. The agreement must conform to both federal securities laws and state-specific regulations. A properly drafted Sale of Share Agreement helps minimize risks and potential disputes while ensuring a clear record of the transaction terms.
Suggested Sections

1. Parties: Identifies all parties to the agreement, including full legal names and addresses

2. Background/Recitals: Sets out the context and purpose of the share sale

3. Definitions: Defines key terms used throughout the agreement

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

5. Completion: Details of when and how the transfer will take place

6. Seller's Warranties: Representations and warranties about the shares and company

7. Buyer's Warranties: Representations about buyer's capacity to purchase

8. Governing Law: Specifies applicable law and jurisdiction

Optional Sections

1. Pre-completion Conditions: Conditions that must be met before completion - used when certain conditions must be satisfied before the sale can complete

2. Non-compete Provisions: Restrictions on seller's future activities - used when protecting the company's business interests post-sale

3. Tax Indemnities: Specific tax-related protections - used when tax liabilities are a significant concern

4. Earn-out Provisions: Terms for additional future payments - used when part of purchase price is contingent on future performance

Suggested Schedules

1. Schedule 1 - Share Details: Details of shares being transferred including share certificates

2. Schedule 2 - Warranties: Detailed list of warranties given by seller

3. Schedule 3 - Disclosure Letter: Exceptions to warranties

4. Schedule 4 - Company Information: Key company details, including financial statements

5. Schedule 5 - Transfer Forms: Share transfer forms and other required documentation

6. Schedule 6 - Board Resolutions: Copies of relevant board approvals

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

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Industries

Federal Securities Laws: Primary federal regulations including Securities Act of 1933, Securities Exchange Act of 1934, SEC regulations, and Rule 144 for restricted securities

Blue Sky Laws: State-specific securities regulations including registration requirements, disclosure obligations, and state-specific exemptions

Corporate Laws: State-specific corporate laws such as Delaware General Corporation Law and other state incorporation regulations governing share transfers

Tax Laws: Federal Internal Revenue Code, state tax regulations, capital gains implications, and tax reporting requirements for share transactions

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

Antitrust Laws: Including Hart-Scott-Rodino Act, Clayton Act, and FTC regulations for larger transactions to prevent monopolistic practices

Employment Laws: Regulations governing employee stock ownership considerations and ERISA regulations for shares in retirement plans

Foreign Investment Laws: CFIUS regulations and foreign investment reporting requirements for international transactions

Sarbanes-Oxley Act: Corporate governance and financial disclosure requirements for publicly traded companies

Dodd-Frank Act: Wall Street reform regulations affecting securities transactions and corporate governance

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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