💰 Purchase Price

The price the buyer will pay for the shares.

💳 Payment Terms

How and when the buyer will pay for the shares.

🗝 Conditions Precedent

Conditions that must be met before the sale can be completed, such as obtaining regulatory approvals.

🔒 Covenants

Promises made by the seller to the buyer to perform certain actions or refrain from doing certain things.

MAE

🔩 Warranties or representations

Statements made by the seller about the company's financial, legal, and operational status.

🔗 Indemnification

Provisions that protect the buyer in case the seller breaches the agreement.

Structure

1. Introduction

<aside> 💡 This section outlines the purpose of the agreement and provides background information on the parties involved.

</aside>

2. Definitions

<aside> 💡 This section defines key terms used in the agreement.

</aside>

3. Sale of Shares

<aside> 💡 This section outlines the terms and conditions of the sale, including the purchase price, payment terms, and any conditions precedent.

</aside>

💰 Purchase Price

💳 Payment Terms

🗝 Conditions Precedent

4. Representations and Warranties

<aside> 🔩 This section outlines the seller's statements about the company's financial, legal, and operational status.

</aside>

Warranties or representations

Representations

Warranty

Seller’s representations

Purchaser’s representations

5. Covenants

<aside> 🔒 This section outlines the promises made by the seller to the buyer.

</aside>

Pre-closing covenants

Termination rights

Post-closing covenants

6. Indemnification

<aside> 🔗 This section outlines the provisions that protect the buyer in case the seller breaches the agreement.

</aside>

Liability for losses

Types of remedies

Indemnification obligations of a seller

Mitigating a seller’s indemnification risk

Materiality scrape

7. Miscellaneous Provisions

<aside> 💡 This section covers any other important provisions, such as the governing law and dispute resolution.

</aside>

Ancillary documents and agreements

Confidentiality & non-disclosure

Miscellaneous Provisions