Stock Purchase Agreement (Pro-Buyer Long Form, Multi-Seller)

by Practical Law Corporate & Securities, with environmental provisions by Andrew N. Davis, Ph.D. and Aaron D. Levy, Shipman & Goodwin LLP

A Standard Document that is a long-form, pro-buyer stock purchase agreement for the acquisition of all the outstanding capital stock of a private US corporation from multiple sellers. This Standard Document is structured for a transaction where the signing and closing are not simultaneous. It features comprehensive representations and warranties from the company and sellers, covering key areas such as intellectual property, environmental matters, and employee benefits. The agreement outlines pre-closing covenants, including conduct of business and a no-solicitation clause, and details the conditions precedent to closing for all parties. It establishes a post-closing purchase price adjustment mechanism based on working capital, with a process for resolving disputes through an independent accountant. This Standard Document also provides for a seller representative to act on behalf of the sellers post-closing and includes robust indemnification provisions secured by an escrow fund to address potential losses.