[Client.Company] , a company organized under the laws of [Client.State] with its principal place of business located at [Client.StreetAddress] , [Client.City] , [Client.PostalCode] (the “Buyer”), and
[Sender.Company] , a company organized under the laws of [Sender.State] with its principal place of business located at [Sender.StreetAddress] , [Sender.City] , [Sender.PostalCode] (the “Seller”).
The parties hereby agree to the sale and purchase of the shares of the Seller.
This template focuses specifically on the terms and conditions of buying and selling shares. If you need to address the transfer of shares between existing shareholders, consider our Share Transfer Agreement Template.
The Seller owns 100% of the issued and outstanding shares in [Sender.Company] (the “Target Firm”). The Buyer is interested in acquiring (insert percentage)% of the outstanding shares in Seller for a purchase price of (insert price).
Define the share purchase agreement terms and conditions in easy-to-understand language. This can include clauses regarding the agreed purchase price, payment deadline, closing date, and any other terms that both parties have agreed to.
Except as otherwise set forth herein, the following terms and conditions shall govern this transaction:
1. Except as otherwise stated in this Agreement, all amounts referred to in this Agreement shall be expressed in (insert currency), and all payments under this Agreement shall be made in that same currency.
2. The Seller agrees to convey (insert percentage)% of the outstanding shares in the Target Firm to the Buyer for a purchase price of (insert price), payable as follows:
Upon execution of this Agreement, the Seller shall issue a check in the amount of (insert amount) to the Buyer, which shall serve as partial satisfaction of the purchase price.
The remaining balance of the purchase price shall be paid on (insert date) or within (insert number) business days thereafter. If such payment is not made by the deadline, this Agreement will terminate, and all rights and obligations hereunder will be null and void.
The share purchase price can either be fixed or variable. If it’s variable, the cost can adjust when the transaction is completed.You may also customize this agreement sample to include a variable purchase price.
3. The Buyer shall have the right to conduct due diligence on the Target Firm before the closing of this transaction, including an examination of records, property, assets, and other items deemed necessary by the Buyer. Upon request from the Seller, the Buyer will make reasonable efforts to keep such information confidential.
If the company has significant confidential information or trade secrets, then you may consider using a Non Disclosure Agreement Template. It will fully safeguard the company’s sensitive information pertaining to the sale.
4. If the Buyer breaches this Agreement, including any of its obligations under this Agreement or about the Target Firm, it shall be liable for all resulting losses and damages suffered by the Seller.
5. The laws of (insert state) shall govern this Agreement. The Buyer and Seller each irrevocably submit to the exclusive jurisdiction of (insert jurisdiction in respect to any dispute arising related to this Agreement, including disputes regarding its validity, termination, or existence).
Clearly state each party’s representations and warranties about the share transaction. You may also include a clause regarding indemnification or legal protection from any losses that may arise from misrepresentations or breaches of contract.
The Seller warrants and represents to the Buyer that:
It has full authority to enter this Share Purchase Agreement and perform its obligations.The execution and delivery of this Agreement, the performance of the stated obligations, and the completion of the transactions contemplated hereby do not, and shall not result in the breach of any contract, agreement, obligation, judgment, or decree to which it may be bound.
It has taken all necessary actions required under applicable law for the delivery and execution of this Agreement and the performance of its obligations hereunder.
All corporate authorizations, approvals, and consents from any government or other authority required for the delivery, execution, and performance of this Share Purchase Agreement have been obtained and are in effect.
There are no suits, actions, proceedings, or investigations pending or threatened against it before any court, arbitrator, or governmental entity that could adversely impact its ability to enter this Agreement and perform its obligations.
All representations, warranties, covenants, and conditions in this Agreement have been disclosed to the Buyer. The Seller has not made any material misrepresentations or omissions of fact or law in connection with this Agreement.
If the company has any liabilities, such as debt or other issues, you should include these in the warranties section. When someone buys shares in a company, they also become responsible for any liabilities, such as unpaid debt. As such, buyers must be aware of any such issues before purchasing.
The Buyer hereby warrants and represents that:
The Buyer has the full legal capacity to enter this agreement and any transaction contemplated by it;
The execution of this Agreement, or the acquisition of Assets from the Seller or entering any transaction contemplated hereby will not result in a violation of its charter documents, by-laws, or applicable law;
No representation or warranty of the Seller contained is untrue or misleading;The representations and warranties made in this Agreement are true and accurate as of the date, except to the extent such representations relate to a specific period before the execution of this Agreement. The Buyer acknowledges it does not rely on any representation, promise, or statement made by the Seller.
The Seller agrees to pay to the Buyer any dividends declared or paid by the Seller in respect of the Shares.
Clearly outline the responsibilities of each party concerning taxes, fees, and expenses related to the agreed-upon transaction. This section may include information about taxes such as sales tax or value-added tax (VAT), registration and renewal fees for any necessary business licenses, and legal or accounting fees from executing the agreement.
1. The Buyer shall reimburse the Seller for any expenses incurred by it in connection with this Agreement, including, without limitation, legal fees, and disbursements, accounting fees, and expenses, costs of any opinions requested by the Buyer in connection with this Agreement and other similar out-of-pocket expenses incurred by the Seller in the preparation, negotiation, delivery, and execution, of this Agreement.
2. The Buyer shall be solely responsible for paying all taxes on or arising out of any transaction contemplated hereby that are not otherwise required to be paid by the Buyer.
3. The Seller agrees to do all and any acts, deeds, matters, and things that may be reasonably necessary or advisable to effectuate the transactions contemplated hereby.
4. As used in this Agreement, "Expenses" shall mean any amounts paid by a Party to a Party hereto or to any third party (including the Seller) with this Agreement and its transactions contemplated herein, including, without limitation, legal fees and disbursements, accounting fees and expenses, costs of any opinions requested by a Party in connection with this Agreement, expenses for bank account opening or other similar out-of-pocket expenses incurred by a Party in the negotiation, preparation, execution, and delivery of this Agreement.
Both parties hereby agree to the Agreement's terms and shall execute any additional related documentation as may be required to effectuate the transactions contemplated hereby.