Stock Purchase Agreement
Prepared for: [Client.FirstName][Client.LastName]
Created by: [Sender.FirstName][Sender.LastName]
This Stock Purchase Agreement (the “Agreement” or “Stock Purchase Agreement”) states the terms and conditions that govern the contractual agreement between [Purchaser.Name] having [pronoun] principal residence located at [Address] (the “Purchaser”), and [Seller.Name] having [pronoun] principal residence located at [Address](the “Seller”) who agrees to be bound by this Agreement.
WHEREAS, the Seller owns [Number of Shares] Shares of [Type, i.e. shared or common] stock, [Price] par value, which amounts to [Percentage] of the outstanding shares of stock in [Company.Name], a [State] corporation (the “Company); and
WHEREAS, the Seller desires to sell the stock, as described below, to the Purchaser and the Purchaser agrees to purchase the stock, as described below, from the Seller subject to the terms and conditions herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises made by the parties hereto, the Purchaser and the Seller (individually, each a “Party” and collectively, the “Parties”) covenant and agree as follows:
1. PURCHASE AND SALE.
Subject to the terms and conditions of this Stock Purchase Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, [Number.Type] shares of the Company stock (the “Shares”).
The Seller shall convey the Shares to the Purchaser for the purchase price of [Dollar.Amount] (WRITTEN) dollars [Dollar.Amount] (NUMERICAL).
Escrow funds will be deposited by the buyer into an escrow account managed by a third party pursuant to the terms set forth in an escrow agreement.
3. EXECUTION AND DELIVERY.
This Agreement will be executed on [execution date, which can be the same as the date of this agreement or different].
Upon the execution and delivery of this Agreement, the Seller shall deliver to the Purchaser any documentation the Company reasonably requires to process the transfer of the Shares to the Purchaser.
The Shares shall be delivered to the Purchaser on or before [Date] (the “Closing Date”).
The Seller will deliver or cause to be delivered to the Buyer:
A. Stock certificates representing the Shares
B. A certificate certifying the Articles of Incorporation and Bylaws of the Company
C. Other documents and certificates as the Buyer requests
4. SELLER’S REPRESENTATIONS.
The Seller represents, warrants and agrees to and with the Purchaser as follows as of the date of execution of this Agreement and on the Closing Date.
A. The Company is a corporation duly formed and organized under the laws of [State];
B. The Company is in good standing under the laws of [State] and requires action by the Purchaser to achieve compliance;
C. There is no proceeding, claim, or investigation pending against the Company or any of its subsidiaries by any third party or governmental agency, nor, to the Seller’s knowledge, has any such claim or investigation been threatened;
D. The Company does not own, directly or indirectly, any subsidiaries;
E. The Company does not have the right or obligation to acquire any equity interests or similar investment in any partnership, limited liability company, association, joint venture, trust, or other entity;
F. The Company will continue to operate the way it did when the Buyer was doing due diligence;
G. The Company has filed all tax returns and reports on time and has made all deposits required by law to be made with respect to employment taxes. “Taxes” means all taxes, tax liability, duties, charges, fees and other assessments imposed by any governmental body including unemployment compensation, real estate, income, franchise taxes, customs and more;
H. To the Seller’s knowledge, the Company is not infringing on any intellectual property;
I. The consummation of the transactions in this Agreement will not have a Material Adverse Effect on the Company’s relationship with any supplier or customer. Material Adverse Effect refers to a material adverse effect on the assets, business or financial condition of the Company except for any adverse effect resulting from general economic conditions that affect the banking and securities industry;
J. There are no indemnity, sharing, or tax allocation agreements or arrangements affecting the Company;
K. The Seller is the sole beneficial, legal and record owner of the Shares;
L. The Seller holds valid and marketable title to the Shares which are free and clear of all encumbrances, security interests, equities, restrictions on transfer or other charges and/or defects in the title of any kind;
M. The Seller has the right and authority to enter into and carry out the terms of this Agreement, including without limitation, the offer, sale and transfer of the Shares to the Purchaser and has taken all action necessary to validly do so; and
N. The Seller is not a party to any contract that remains in effect with respect to the Shares and there are no restrictions on the offer, sale, or transfer of the Shares other than applicable securities laws.
Each respective Party will pay all expenses and fees of [pronoun] legal counsel, accountants and other agents and advisers incurred pursuant to this Agreement regardless of whether the transactions contemplated in this Agreement are consummated.
Notwithstanding the foregoing or any other provision of this Agreement, the Purchaser and the Seller each hereby agree to defend, indemnify and hold harmless the other from and against any claim, damage, liability, loss, cost or expense (including reasonable attorneys fees) arising directly or indirectly out of:
A. Any failure to perform obligations set forth in this Agreement;
B. Any inaccuracy or breach of any representations or warranties made in this Agreement, and any and all actions, suits, litigation, arbitration, proceedings, investigations, claims or liabilities of whatever nature arising out of any of the foregoing.
7. NO MODIFICATION UNLESS IN WRITING.
No modification of this Agreement shall be valid unless in writing and agreed upon by both Parties.
This Stock Purchase Agreement and the interpretation of the terms herein shall be governed by and construed in accordance with the governing laws of the State of [State], [Country]. The Parties irrevocably submit to the exclusive jurisdiction of the federal and state courts located in [County], [State], [Country].
If any term or part of this Agreement is determined by a court of competent jurisdiction to be illegal, invalid, or incapable of being enforced, all other provisions and conditions of this Agreement shall still remain in full force and effect as long as the legal and/or economic substance of the transactions discussed here are not affected in a manner that is adverse to any party. In any case, the Parties will follow the original intent as laid out in this Agreement as closely as possible.
10. NO WAIVER RELATED TO FRAUD.
None of provisions in this Agreement shall be deemed a waiver by any party to this Agreement of any remedy or right which a party may have at law or equity based on any other party’s acts or omissions that constitute fraud.
11. ENTIRE AGREEMENT.
This Agreement constitutes the entire agreement and understanding of the Parties relating to the subject matter hereof. It supersedes any prior agreements, negotiations, discussions, and understandings, whether oral or written, between the Parties with respect to the subject matter hereof.
IN WITNESS WHEREOF, each of the Parties has executed this Stock Purchase Agreement electronically or
in person, both Parties by its duly authorized officer, as of the day and year set forth below.