Sample Of Share Purchase Agreement

A contract to buy and sell shares is an agreement for the sale and purchase of a given number of shares at an agreed price. The shareholder who sells his shares is the seller and the party that buys the shares is the buyer. This agreement specifies the terms of sale and purchase of the shares. The main difference with an asset purchase contract is that the buyer does not receive the seller`s debts. While the buyer receives, during a share purchase, all the bonds of the company in addition to its assets. Companies that offer several types of shares sometimes also have a series (Class A, Class B, Class C, etc.) that may be worth different amounts of money. For example, 100 Class A common shares may not be of the same value as 100 Class B shares. The limitation of liability limits the amount that one party must pay to the other party if it suffers prejudice as a result of a breach of contract between the parties. It is customary for a seller to limit liability under the contract, particularly with respect to warranties, and this is generally accepted by the buyer. For more information, please see The Limitation of Responsibility. After signing a letter of intent, the buyer has the right to obtain all the necessary contracts, agreements and financial reports from the company.

This is called “due diligence” to ensure that the seller does not present any aspect of the case wrongly. B. The seller wants to sell the shares to the buyer and the buyer wants to acquire the shares from the seller. one. The seller is not recognized as an issuer, insider, partner or partner of the company, as defined or recognized by applicable securities laws and regulations. B. Unless indicated in the company`s constituent documents or as shown on the face of the share certificates, the purchaser would not be prevented or restricted from reselling the shares in any way in the future. c.

The seller is the net ownership of the shares and the shares are exempt from any pledges, charges, security interest, fees, mortgages, mortgages, mortgages or adverse claims, or other restrictions that would prevent the transfer of a clear property to the buyer. d. The seller is not bound by an agreement that would prevent transactions related to this agreement. E. There is no legal action or action against any party aware of the sale case that would seriously prejudice the agreement. In general, shareholders (i.e. members) have the right to transfer or sell their shares to whom they wish. However, certain provisions of the association`s article may restrict this right if it is provided that the board of directors has the authority to refuse the register of shares or a pre-emption clause that requires a member to first propose to sell his shares to other specific members or directors. 2. The seller agrees to sell and the buyer agrees to acquire all the rights, titles, interest and ownership of the seller on the shares at an overall purchase price of “O” (the “purchase price”). The document requires important information, such as the parties to the transaction. B, stock description, purchase price (counterpart), parties` guarantees and guarantees, pre-compliance and post-completion requirements.