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This Agreement is made between a vendor and a purchaser whereby the vendor sells to the purchaser and the purchaser purchases from the vendor all of the issued and outstanding shares in the capital of a company.
Sale of Business by Transfer of Capital This Agreement is made between a vendor and a purchaser whereby the vendor sells to the purchaser and the purchaser purchases from the vendor all of the issued and outstanding shares in the capital of a company. ALL INFORMATION AND FORMS ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY, INCLUDING AS TO LEGAL EFFECT OR COMPLETENESS. They are for guidance and should be modified by you or your attorney to meet your specific needs and the laws of your state. Use at your own risk. Docstoc, its employees or contractors who wrote or modified any form, are NOT providing legal or any other kind of advice and are not creating or entering into an Attorney-Client relationship. The information and forms are not a substitute for the advice of your own attorney. Subject to our Terms of Service (http://www.docstoc.com/popterm.aspx?page_id=15). See back cover page and read more here (http://www.docstoc.com/popterm.aspx?page_id114) for additional disclaimers and more. This document is not approved, endorsed by, or affiliated with any State, or governmental or licensing entity. Entire document © Docstoc, Inc., 2010, 2011 SALE OF BUSINESS BY TRANSFER OF CAPITAL THIS AGREEMENT made as of the ______ day of _____________, 2_____. B E T W E E N: ________________________________________; (hereinafter called the "Vendor") OF THE FIRST PART, - and - ________________________________________; (hereinafter called the "Purchaser”) OF THE SECOND PART. 1.00 RECITALS WHEREAS 1.01 The Vendor is the registered and beneficial owner of __________________ (____) shares in the capital of _______________________ (the "Company"); 1.02 The Purchaser has agreed to purchase from the Vendor the ________________ (____) 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 THIS AGREEMENT WITNESS that in consideration of the mutual agreements herein contained, and the sum of One Dollar ($1.00) now paid by the Purchaser to the Vendor (the receipt and sufficiency whereof is hereby acknowledged by the Vendor), the Parties hereto covenant and agree as follows: 2.00 PURCHASE AND SALE © Copyright 2011 Docstoc Inc. 2 2.01 The Purchaser shall purchase from the Vendor and the Vendor shall sell to the Purchaser, upon and subject to the terms and conditions hereof, the Sold Shares as at _______________________ (the "Effective Date"). 3.00 PURCHASE PRICE 3.01 The Parties agree that the Purchase Price, subject to any adjustments provided for in this Agreement, will be ______________________ ($______________) Dollars (the “Purchase Price”) 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 Effective Date. On the Effective Date, the Purchaser shall provide the Vendor with a demand promissory note substantially in the form attached hereto as Schedule “A” in full satisfaction of the Purchase Price or the Purchaser shall deliver to the Vendor the Purchase Price by way of certified check or bank draft in full satisfaction of the Purchase Price. 3.02 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 (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 Effective 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 3.01 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 and paid by the execution by the Purchaser of a demand promissory note substantially in the form attached hereto as Schedule “A” shall be amended so that the © Copyright 2011 Docstoc Inc. 3 amount thereof shall be equal to the value of the Sold Shares as finally determined pursuant to the provisions of this paragraph 3.02. 4.00 DELIVERY OF CERTIFICATES, ETC. 4.01 On the Effective Date, the Vendor shall transfer and deliver to the Purchaser as at the Effective 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. 5.00 PLACE OF CLOSING 5.01 The Closing shall take place on the Effective Date at __________________________________ or at such other place as may be agreed upon by the Vendor and the Purchaser. 6.00 GENERAL 6.01 The Purchaser and the Vendor 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. 6.02 This Agreement shall be governed by and construed in accordance with the laws of the State of __________________. 6.03 This Agreement shall enure to the benefit of and be binding upon the Parties hereto and their respective heirs, executors, administrators, successors and assigns. 6.04 All dollar amounts referred to in this Agreement are in __________________ funds. 6.05 In the Agreement words importing the singular number include the plural and vice versa and words importing the masculine include the feminine and neuter genders. 6.06 Section headings are not considered part of this Agreement and are included solely for the convenience of reference and are not intended to be full or accurate descriptions of the contents thereof. 6.07 Time shall be of the essence in this Agreement. © Copyright 2011 Docstoc Inc. 4 6.08 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 Witness: Purchaser or if Vendor or Purchaser is a company Per: Name: Title: I have authority to bind the Company. Per: Name: Title: I have authority to bind the Company. © Copyright 2011 Docstoc Inc. 5 SCHEDULE “A” FORM OF PROMISSORY NOTE (if applicable) © Copyright 2011 Docstoc Inc. 6
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