Stock Purchase Agreement
(Short Form) (Pro-Seller) (DE)


This short-form stock purchase agreement is used for an all cash acquisition under Delaware law. It may be appropriate in transactions where a reduced set of provisions is sufficient, such as smaller transactions or where the acquisition structure is straight-forward and the parties wish to minimize negotiation. This template includes practical guidance, drafting notes, and optional clauses. The template is generally pro-seller. However, there is commentary throughout the template indicating variations of certain provisions that are more pro-buyer. This template is intended as a general drafting aid for smaller stock transactions under Delaware law and will require modification according to the particular circumstances and intentions of the parties. This template assumes that the transaction will sign and close simultaneously. As a result, there are no closing conditions (or materiality scrapes), pre-closing covenants, or termination provisions that would otherwise be customary for a ...