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This is an agreement between a shareholder and an underwriter for the purchase and sale of shares in a specific corporation. This agreement sets forth the number of shares and the price per share of the transaction. Additionally, this agreement provides that the shareholder wishes to appoint an attorney that will act on their behalf to complete the transaction. The original Underwriter Agreement can be attached to this agreement under “Schedule A.” This agreement can be used by shareholders of a small business or corporation that want to sell their shares to an underwriter.
This is an agreement between a shareholder and an underwriter for the purchase and sale of shares in a specific corporation. This agreement sets forth the number of shares and the price per share of the transaction. Additionally, this agreement provides that the shareholder wishes to appoint an attorney that will act on their behalf to complete the transaction. The original Underwriter Agreement can be attached to this agreement under “Schedule A.” This agreement can be used by shareholders of a small business or corporation that want to sell their shares to an underwriter. STOCK TRANSACTIONS – CUSTODY AGREEMENT THIS AGREEMENT (the “Agreement”), is made this ____ day of ________, 2___, by and between ___________________ (the “Vendor Shareholder”) a shareholder of ___________________ (the “Company”) duly incorporated under the laws of the State of ________________. WHEREAS the Vendor Shareholder is the owner of __________ (___)shares of [insert type of stock, for example, common] stock (the “Shares”) in the capital stock of the Company and desires to sell its/his/her Shares for the total consideration of ____________ ($_____) per share being ______________ ($_____) Dollars in the aggregate (the “Purchase Price”). AND WHEREAS the Vendor Shareholder shall sell the Shares to ____________ (the “Underwriter”) for the Purchase Price set out herein and on such other terms, conditions and provisions as contained herein and pursuant to the terms, conditions and provisions of an Underwriter Agreement (the “Underwriter Agreement”) entered into between the Vendor Shareholder and the Underwriter dated the ____ day of __________, 2___. NOW THEREFORE IN CONSIDERATION of the promises and other good and valuable consideration set forth, the parties agree as follows: 1. The Vendor Shareholder hereby nominates and appoints ___________________ as the lawful attorney of the Vendor Shareholder (the “Attorney”) and hereby grants to the Attorney all of the right, power and authority to act in the name of the Vendor Shareholder and to execute and deliver any of the following: (a) the Underwriter Agreement in the form annexed hereto as Schedule “A” together with all amendments, additions, deletions, modifications as may be necessary, provided that such execution of the Underwriter Agreement by the Attorney shall include the Purchase Price as set out herein less any of the underwriting commissions; (b) to enter into any and all necessary communications which may be necessary or required by the Securities and Exchange Commission in respect of the transaction contemplated herein, including without limitation, any and all requests which may be made or are made for any acceleration of the closing date of this transactions or the effective date of the registration statement filed with such Securities and Exchange Commission; (c) to execute and deliver any and all required letters of transmittal in respect to the transaction contemplated herein; (d) to execute and deliver any and all documentation which may be necessary or desirable to give effect to the transaction contemplated herein and to give effect to the Underwriter Agreement; and 2 (e) to record the transfer of the Shares in the books and records of the Company. 2. The Vendor Shareholder agrees that it/he/she shall indemnify and hold harmless the Attorney from and against any and all claims, suits, damages, liens, expenses, judgments and expenses, including attorney’s fees in connection with the Attorney acting on behalf of the Vendor Shareholder. 3. Any and all authority granted by the Vendor Shareholder to the Attorney pursuant to this Agreement shall be subject to any and all interests of the Underwriter, the Company and any shareholder who has or may become a party to the Underwriter Agreement. 4. The Underwriter, Company and the Vendor Shareholder has declared a considerable interest in the reassurance that in the event any of the parties to this Agreement die, become incapacity or insolvent, the Shares shall continue to be available for sale and delivery upon receiving payment for same. 5. The authority granted herein by the Vendor Shareholder to the Attorney shall be irrevocable and shall not be terminated by any act or by law and the Attorney shall continue to perform and carry out its/his/her duties to give effect to the transaction contemplated herein. 6. In the event the transaction contemplated herein is not completed and finalized pursuant to the terms of the Underwriter Agreement and this Agreement by the ____ day of __________, 2___, then the Vendor Shareholder or its Attorney shall have the right and power to terminate this Agreement by providing written notice to the other. 7. There are being delivered with this Agreement to the custodian of the share certificates in negotiable form (with signatures guaranteed by a national bank or trust Company or member firm of the New York Stock Exchange) representing not less than the aggregate number of the Shares for the Purchase Price, set forth opposite the name of the Vendor Shareholder, on Schedule “A” annexed hereto. The share certificates representing the Shares shall be held in trust on account of the Vendor Shareholder and shall be disposed of in accordance with the terms, conditions and provisions of this Agreement. 8. The custodian of the share certificates representing the Shares shall be authorized to accept the Purchase Price for the Shares and to dispense the balance of any amounts received as payment for the Shares. Upon receiving such payment, the custodian shall return to the Vendor Shareholder a new share certificate in an appropriate form for the number of Shares represented by the share certificate that was deposited with the custodian which are in excess of the number of the Shares to be sold by the Vendor Shareholder to the Underwriter. 9. In the event the Shares are not sold by the ___ day of ____________, 2___ or in the event the Underwriter Agreement is terminated, the custodian upon receiving written notice of same shall forthwith return to the Vendor Shareholder the share certificate representing the Shares. © Copyright 2011 Docstoc Inc. 3 10. The Shares to be sold shall remain the property of the Vendor Shareholder until such time the custodian receives the Purchase Price set out herein and the Vendor Shareholder shall retain all rights attaching to the Shares until the Purchase Price is received. 11. The Vendor Shareholder agrees that it/he/she shall indemnify and hold the custodian of the share certificates harmless from and against from and against any and all claims, suits, damages, liens, expenses, judgments and expenses, including attorney’s fees in connection with the custodian receiving the share certificates for the Shares. 12. The custodian shall be entitled to act and rely on any statement, request, notice, or instruction required or permitted under this Agreement given to the custodian by any Attorney. 13. The Vendor Shareholder hereby represents and warrants as follows: (a) that the Vendor Shareholder is the lawful owner of the Shares free and clear of any claims, liens, encumbrances, security interests, community property rights or restrictions on transfer and has good and marketable title to the Shares; (b) that the Vendor Shareholder shall not take any action which may encumber the Shares in any way; (c) that the Shares are authorized, validly issued, fully paid and nonassessable; (d) that the undersigned, severally and not jointly, represents and warrants that when the registration statement becomes effective and at all times subsequent thereto through such period as, the prospectus is required by law will not contain an untrue statement of a material fact or omit to state any material fact required to be stated there or necessary to make the statements not misleading; (c) that the Vendor Shareholder will not, for a period of _____ (___) days after the effective date of the registration statement, offer or contract to sell, sell, or otherwise dispose of the Shares owned by the Vendor Shareholder without the prior written consent of the Underwriter. 14. Each term, condition or provision of this Agreement is intended to be severable. If any provision hereof is illegal or invalid, such illegality or invalidity shall not affect the validity of the remainder hereof. 15. The parties agree that any disputes or questions arising hereunder including the construction or application of this Agreement shall be settled by arbitration in accordance with the rules of the American Arbitration Association then in force, and that the arbitration hearing shall be held in the city in which the principal office of the party requesting arbitration is located. © Copyright 2011 Docstoc Inc. 4 16. This Agreement shall be governed by and construed in accordance with the laws of the State of ___________________ applicable therein and as amended from time to time and shall be treated, in all respects, as a _____________ contract. IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the day and year first written above. Witness: Vendor Shareholder (COMPANY) Per: Name: Title: I have authority to bind the Company. © Copyright 2011 Docstoc Inc. 5 SCHEDULE “A” © Copyright 2011 Docstoc Inc. 6
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