VIEWS: 858 PAGES: 7 CATEGORY: Selling a Business POSTED ON: 5/3/2010
This is an agreement between a vendor and a purchaser whereby the vendor sells shares in the capital of a specific business. This agreement specifies the number of shares purchased, the purchase price, and the closing date. In addition, if the purchase price is not immediately transferred, a promissory note can be attached to "Schedule A" of this agreement. This agreement can be used by individuals or small businesses that want to purchase or sell the shares in a specific business.
This is an agreement between a vendor and a purchaser whereby the vendor sells shares in the capital of a specific business. This agreement specifies the number of shares purchased, the purchase price, and the closing date. In addition, if the purchase price is not immediately transferred, a promissory note can be attached to "Schedule A" of this agreement. This agreement can be used by individuals or small businesses that want to purchase or sell the shares in a specific business. SALE OF INTEREST IN A COMPANY BY TRANSFER OF CAPITAL This Sale of Interest In A Company By Transfer of Capital Agreement (herein referred to as the "Agreement") is made and entered into this ___ day of _________, 20__ by and between ___________________ (herein referred to as the "Vendor") whose offices are located at ________________________ and ________________________ (herein referred to as the "Purchaser") whose offices are located at _________________________, hereinafter collectively referred to as the “Parties”. WHEREAS the Vendor is the registered and beneficial owner of __________ (____) shares in the capital of the Company; WHEREAS the Purchaser has agreed to purchase from Vendor ____________ (____) shares in the capital of the Company (hereinafter referred to as the "Sold Shares") owned by the Vendor and the Vendor has agreed to sell to the Purchaser the Sold Shares upon and subject to the terms and conditions hereinafter set forth; NOW THEREFORE that in consideration of the mutual agreements herein contained, the Parties hereto covenant and agree as follows: I PURCHASE AND SALE 1.01 Purchase Price: The purchase price (the "Purchase Price") for the Sold Shares shall subject to any adjustments provided for in this Agreement, will be __________________ ($______________) Dollars which sum, in accordance with generally accepted accounting principles, represents a fair and reasonable attempt by the Parties to estimate and determine the fair market value of the Sold Shares as of the Closing Date. 1.02 Closing: The Purchase Price shall be payable in available cash funds or as agreed upon by the Parties no later than [Insert Closing Date] (the “Closing Date”). [Instruction: The Parties may agree that a demand promissory note in the form attached hereto as Schedule A may be substituted for a cash transaction]. 1.03 (optional) If, notwithstanding the determination by the Purchaser and the Vendor of the Purchase Price for the Sold Shares: A. there shall be issued to either the Purchaser or the Vendor a notice of assessment or reassessment pursuant to any taxing statute, which assessment or reassessment is based upon an assumption of fact or a finding by such taxing authority that the fair market value of the Sold Shares is different from that determined in accordance with the provisions of this Agreement; or © Copyright 2011 Docstoc Inc. 2 B. such taxing authority notifies either the Purchaser or the Vendor that it intends to issue such notice of assessment or reassessment; then, subject to the rights, if any, of the Purchaser and the Vendor to object or appeal such assessment to any authority, board or court of competent jurisdiction, the fair market value of the Sold Shares as at the Closing Date shall, for the purposes of this Agreement, be deemed to be and to always have been the value of the Sold Shares as finally so deemed by such taxing authority and the Purchaser or the Vendor, as the case may be, or where either the Purchaser or the Vendor has objected to or appealed any such assessment or reassessment, as finally determined by such authority, board or court. Such value, however determined, shall be substituted for the fair market value as determined in paragraph 1.01 hereof, and the Purchase Price (and manner of payment thereof, if necessary) shall be adjusted accordingly. Without limiting the generality of the foregoing, the Parties agree that the Purchase Price in the amount determined as aforesaid shall be paid in accordance with paragraph 2.02 herein. II DELIVERY OF CERTIFICATES, ETC. 2.01 On the Closing Date, Vendor shall transfer and deliver to Purchaser effective as of the Closing Date, the Sold Shares duly endorsed in blank for transfer and shall cause the Company to take all necessary steps or proceedings to enter the Purchaser or its nominee(s) on the books of the Company as the holder of the Sold Shares and to issue one or more share certificates to the Purchaser or its nominee(s) representing the Sold Shares. III PLACE OF CLOSING (optional) 3.01 The Closing shall take place on the Closing Date at [Insert Place of Closing] or at such other place as may be agreed upon by the Parties. IV GENERAL 4.01 The Parties shall execute such other documents and do all things as may be necessary or desirable to give effect to the terms of this Agreement and to carry out the provisions hereof. 4.02 Each party shall indemnify, assume the defense of, and hold harmless the other party and its directors, officers, employees, and agents from every claim, loss, damage, injury, expense (including attorney’s fees), judgment, and liability of every kind, nature, and description arising in whole or in part from the indemnifying party’s negligent, fraudulent, or illegal acts or omissions except, as to the party requesting indemnification, to the extent such liability results in whole or in part from the unauthorized, negligent, fraudulent, or illegal act or omission of the party requesting indemnification. 4.03 This Agreement shall be governed by and construed in accordance with the laws of the State of ___________________. Each of the Parties in any suit, action or proceeding © Copyright 2011 Docstoc Inc. 3 arising out of or relating to this Agreement, irrevocably (i) submits to the jurisdiction of the State Courts of the State of _______ over any suit, action or proceeding arising out of or relating to this Agreement, (ii) waives to the fullest extent enforceable under applicable law any objection which it may now or hereafter have to the above venue of any such suit, action or proceeding and any claim that any such suit, action or proceeding brought in such Court has been brought in an inconvenient forum, (iii) waives to the fullest extent enforceable under applicable law any objection which it may now or hereafter have to the above mentioned Court having jurisdiction of the Parties hereto and to the subject matter of this Agreement, and (iv) acknowledges that a final judgment in any such suit, action or proceeding brought in such Court, after all appropriate appeals, shall be conclusive and binding upon it. In any suit or arbitration regarding the Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs. 4.04 This Agreement shall enure to the benefit of and be binding upon the Parties hereto and their respective heirs, executors, administrators, successors and assigns. 4.05 This Agreement may only be amended with the written consent of both Parties. 4.06 If any term, provision, covenant or condition of this Agreement, or its application to any person, place or circumstance, shall be held to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant or condition as applied to other persons, places and circumstances shall remain in full force and effect. 4.07 No failure or neglect of either party hereto in any instance to exercise any right, power or privilege under this Agreement or under applicable law shall constitute a waiver of any other right, power or privilege in any other instance. All waivers by either party must be in wiring and signed by the party to be charged. 4.08 This Agreement contains the entire agreement and understanding between the parties and supersedes any prior or contemporaneous written or oral agreements, representations and warranties between them respecting the subject matter of this Agreement. 4.09 This Agreement may be executed by the Parties in separate counterparts each of which when so executed and delivered shall be an original and all such counterparts shall together constitute one and the same instrument. IN WITNESS WHEREOF the Parties hereto have executed this Agreement as of the date and year first written. Witness: Vendor © Copyright 2011 Docstoc Inc. 4 Witness: Purchaser or if Vendor or Purchaser is a company [VENDOR] Name: Title: [PURCHASER] Name: Title: © Copyright 2011 Docstoc Inc. 5 SCHEDULE “A” FORM OF PROMISSORY NOTE (if applicable) © Copyright 2011 Docstoc Inc. 6
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