This Stock Purchase Agreement (“Agreement”) is entered into as of
______________________,
20___ by and between
________________________________________
(“Seller”) and _____________________ ________________________________________
(“Purchaser”).
Purchaser
and Seller may collectively be referred to as the “Parties.”
WHEREAS,
Seller is the record owner and holder of
shares of the capital
stock
of _______________________
(the “Company”),
a
__________________
[insert state of incorporation] Corporation;
and
WHEREAS, the Parties desire to
enter into this Agreement pursuant to which Purchaser will purchase from Seller
shares of capital stock of the Company.
NOW, THEREFORE, in
consideration for the promises set forth in this Agreement, the Parties agree
as follows:
1. PURCHASE AND SALE: Subject to the terms
and conditions set forth in this Agreement, Purchaser hereby agrees to purchase
from Seller, and
Seller
hereby agrees to sell, transfer and convey to the Purchaser
___________________________
(____________) shares of ______________________
[insert class of stock—e.g. common,
preferred, etc.] stock of the Company (the “Stock”).
2.
PURCHASE
PRICE: The
purchase price for each share of Stock shall be
____________________________________________ dollars ($_____________) for an
aggregate purchase price of _____________________________________ dollars
($_________________)
(the “Purchase Price”), to be paid to the Seller in cash at the closing.
3. CLOSING: The closing contemplated by this Agreement
for the transfer of the Stock and the
payment of the Purchase Prices shall take place at
________________________
___________________________________________________________
____________, on _____________________,
20__ at
_____________[insert place and time](the
“Closing”). The certificates
representing the Stock shall be duly endorsed for transfer or accompanied by an
appropriate stock transfer.
4. REPRESENTATIONS AND
WARRANTIES OF SELLER: Seller hereby warrants and represents that:
(a) Restrictions on Stock. The Seller is not a
party to any agreements that create rights or obligations in the Stock relating
to any third party including voting or stockholder agreements. The Seller is the lawful owner of the Stock,
free and clear of any encumbrances, security interests or liens of any kind and
has full power and authority to sell and transfer the Stock as contemplated in
this Agreement.
(b) Organization and Standing. To the Seller’s knowledge, the Company is
duly organized, validly existing and in good standing under the laws of the
State of _______________________ [insert
state of incorporation] and has full power and authority to own and operate
its property and assets and to carry on its business as presently conducted.
5. SEVERABILITY:
If any part or parts of this Agreement shall be held unenforceable for any
reason, the remainder of this Agreement shall continue in full force and
effect. If any provision of this Agreement is deemed invalid or unenforceable
by any court of competent jurisdiction, and if limiting such provision would
make the provision valid, then such provision shall be deemed to be construed
as so limited.
6. BINDING EFFECT:
The covenants and conditions contained in this Agreement shall apply to and
bind the parties and the heirs, legal representatives, successors and permitted
assigns of the Parties.
7. BROKER’S FEES: The Parties represent that there has been no
act in connection with the transactions contemplated in this Agreement that
would give rise to a valid claim against either party for a broker’s fee,
finder’s fee or other similar payment.
8. ENTIRE AGREEMENT:
This Agreement constitutes the entire agreement between the Parties and
supersedes any prior understanding or representation of any kind preceding the
date of this Agreement. There are no other promises, conditions, understandings
or other agreements, whether oral or written, relating to the subject matter of
this Agreement.
This
Agreement may be modified in writing and must be signed by both the Seller and
Purchaser.
9. GOVERNING LAW:
This Agreement shall be governed by and construed in accordance with the laws
of the State of _______________________________________.
10. NOTICE: Any notice required
or otherwise given pursuant to this Agreement shall be in writing and mailed
certified return receipt requested, postage prepaid, or delivered by overnight
delivery service:
(a)
If
to Purchaser:
__________________________________________________
__________________________________________________
__________________________________________________
(b) If to Seller:
__________________________________________________
__________________________________________________
__________________________________________________
11. WAIVER:
The failure of either party to enforce any provisions of this Agreement shall
not be deemed a waiver or limitation of that party's right to subsequently
enforce and compel strict compliance with every provision of this
Agreement.
IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed the day
and year first above written.
PURCHASER: SELLER:
___________________________________
_________________________________
___________________________________
_________________________________
(Name)
(Name)
___________________________________
_________________________________
(Position)
(Position)
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