This template is a Stock Purchase Agreement (Auction) for use in the acquisition of all of the outstanding shares of a private company (the "Company") from its sole stockholder (the "Seller") for cash following an auction process (in which an investment bank solicits buyer bids on behalf of the Company). This template includes practical guidance, drafting notes, and alternate and optional clauses. The regulatory schemes that are addressed in this template are those that are generally applicable without regard to industry, such as anti-trust, tax, ERISA, environmental, anti-corruption, and federal securities regulation. This template assumes a delay between signing and closing, as is generally the case with complex transactions. In this way, the parties can enter into a binding acquisition agreement, following which they can, in mutually agreed fashion, address the regulatory and business hurdles to closing, such as governmental and contractual consents and financing matters. The ...