Stock Purchase Agreement
(Representations and Warranties Insurance) (Pro-Buyer) (DE)


This template is a Stock Purchase Agreement governed by Delaware law for use in the acquisition of all of a private company's outstanding shares for cash from the company's stockholders. This template contemplates that the parties will obtain representations and warranties insurance (RWI). This template includes practical guidance, drafting notes, alternate clauses, and optional clauses. In a stock purchase agreement, a buyer purchases the shares of a target company from its stockholders. Unlike an asset acquisition, it does not buy specific assets from the target company. As a result, the company continues to operate as it existed prior to the stock acquisition. It continues to exist as a separate entity, to remain a party to its contracts, and to hold title to its assets; only the ownership has changed. Structuring an acquisition as a stock purchase has benefits and drawbacks. It is generally simpler from a structuring and documentation standpoint. Unlike an asset purchase, the ...