Stock Purchase Agreement (Pro-Seller 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 for the purchase and sale of all the outstanding capital stock of a private US corporation from multiple sellers to a single buyer. This stock purchase agreement is drafted in favor of the sellers and anticipates a non-simultaneous signing and closing. This Standard Document addresses key aspects of a multi-seller transaction, including the appointment of a seller representative to act on behalf of the sellers post-closing. It establishes the framework for the acquisition, detailing the sellers', company's, and buyer's respective representations and warranties, pre-closing and post-closing covenants, and the conditions to closing. This Standard Document also outlines a post-closing purchase price adjustment mechanism based on working capital, indebtedness, and transaction expenses, and includes provisions for an escrow fund to secure certain seller obligations, such as indemnification. Optional clauses are provided to address the treatment of outstanding stock options in the transaction.