Stock Purchase Agreement Startup

13/04/2021

Do stock purchase contracts seem confusing? Don`t you visit UpCounsel`s expert resources at SPAS or talk to one of our Harvard or Yale corporate lawyers? The foundation`s statutes are the charter document filed with the Secretary of State to create the company. It specifies the name and address of the company, the authorized number of shares, the terms of any class and/or a number of capital shares and either the opt-in or out-out of various other matters affecting the company, and as described in the applicable law on the Crown corporation. This is the foundation you`re going to build on. 4.1. Investment knowledge required. The founder assures, guarantees and acknowledges that the founder: (i) is aware of the business affairs and financial situation of the company and has acquired sufficient information about the company to obtain an informed and informed decision on the acquisition of the shares, (ii) had the opportunity to ask questions and obtain answers from a representative of the company on the terms of that investment; (iii) acquires the shares with the founder`s equity on his own behalf for the purpose of the investment and not for a re-election or other distribution in violation of the Securities Act of 1933 as amended (“Securities Act”); (iv) an experienced investor with such financial and business knowledge and experience, in order to assess the benefits and risks of investing in the shares, and that the founder is and must bear indefinitely the economic risk of investing in the shares, since the shares have not been registered under the Securities Act and therefore cannot be offered or sold, unless they are registered or an exemption from that registration is possible thereafter. In addition, the company may put legends on any ownership certificate that represents the shares with securities laws and contractual restrictions on it, and issue related transfer of judgment instructions. 3.4. Links for takers. All transfers of shares or any interest are received and hold these shares or interests subject to the provisions of this Agreement, including, if applicable, the redemption option.

In the event of an acquisition by the company in connection with these subtitles, in which the shares or interest are held by an acquirer, the purchaser is required, at the company`s request, to transfer the shares or interest to the founder in exchange for consideration equal to the amount the company must pay in connection with these subtitles. In the event that the repurchase option is exercised by the company pursuant to Section 3 (a) (ii), the company may be considered an acquirer for the transfer of shares or interest to the founder prior to the purchase by the company, as well as for the execution of the founder`s commitment to that purchaser. Any sale or transfer of shares is null and bad, unless the provisions of this agreement are fulfilled. 2.1. 100% (100%) shares are first subject to the company`s buy-back option (defined below). The statutes describe the rules and procedures that govern the internal management of your start-up, for example. B the manner in which directors are elected, directors` and shareholder meetings, executives to be appointed and tasks to be described.

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