Agreement of Purchase and Sale of Shares Template

This agreement of purchase and sale of shares template has 5 pages and is a MS Word file type listed under our finance & accounting documents.

Sample of our agreement of purchase and sale of shares template:

AGREEMENT OF PURCHASE AND SALE OF SHARES This Agreement of Purchase and Sale (the "Agreement") is made in two original copies, effective [DATE] BETWEEN: [YOUR COMPANY NAME] (the "Seller"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [PURCHASER NAME] (the "Purchaser"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Whereas the Seller owns all the issued shares of [YOUR COMPANY NAME] (the "Company"); It is agreed as follows: SUBJECT-MATTER The Purchaser agrees to buy and the Seller agrees to sell to the Purchaser all of the shares owned by the Seller in the Company (the "Shares"). PURCHASE PRICE The purchase price payable for the Shares is the total of the amounts allocated among the Shares as follows: for all the [INSERT CLASS] shares - [AMOUNT] for all the [INSERT CLASS] shares - [AMOUNT] ETC. TERMS OF PAYMENT The Seller acknowledges receiving a check for [AMOUNT] from the Purchaser on execution of this agreement to be held by the Seller as a deposit on account of the purchase price of the Shares and as security for the Purchaser's due performance of this agreement. The Purchaser shall pay the balance of the purchase price of the Shares by certified check on closing. It is understood and agreed that the purchase price of the Shares is based on the financial position of the Company shown in the balance sheet produced by the Seller for the Company and appended as Schedule A. If the net book value of the Company as of the date of closing is less than [%] of the net book value of the Company shown in Schedule A, the Seller shall refund the Purchaser the dollar value difference within a reasonable time of receipt of written notice of the difference. For the purposes of this paragraph, the net book value of the Company means the dollar book value of the assets of the Company minus the dollar book value of the liabilities, other than for shareholder equity, of the Company determined in accordance with generally accepted accounting principles. CONDITIONS, REPRESENTATIONS AND WARRANTIES In addition to anything else in this agreement, the following are conditions of completing this agreement in favor of the Purchaser: That the Seller owns all the issued shares of the Company; That the Shares are fully paid-up and non-assessable; That no agreement or option exists pursuant to which the Company is or may be obliged to issue further shares of its authorized capital; That the Shares are sold free and clear of all liens, encumbrances and charges; That any consent required for the transfer of the Shares in accordance with the Purchaser's direction is given; That the Company is duly incorporated, validly subsisting and in good standing under the laws of its jurisdiction of incorporation; That the Company is not party to any collective agreement with a labor union; That the Seller give the Purchaser and all duly authorized representatives of the Purchaser full and complete access during normal business hours to the business premises and corporate, business, accounting, tax and employment records of the Company for the purpose of investigating the business and affairs of the Company; That the Purchaser obtain financing on terms satisfactory to the Purchaser to complete the purchase; That the Seller supply or deliver on closing all of the closing documents. The Purchaser agrees that, unless and until the purchase of the Shares contemplated in this agreement is completed, the Purchaser shall keep confidential all confidential information obtained by the Purchaser from the Seller or the Company about the Seller and the business and affairs of the Company. The following representations and warranties are made and given by the Seller to the Purchaser and expressly survive the closing of this agreement. The representations are true as of the date of this agreement and will be true as of the date of closing when they shall continue as warranties according to their terms. At the option of the Purchaser, the representations and warranties may be treated as conditions of the closing of this agreement in favor of the Purchaser. However, the closing of this agreement shall not operate as a waiver or otherwise result in a merger to deprive the Purchaser of the right to sue the Seller for breach of warranty in respect of any matter warranted, whether or not ascertained by the Purchaser prior to closing: The Seller is a resident of [YOUR COUNTRY] within the meaning of the Income Tax Act of [YOUR COUNTRY]; The Articles of Incorporation and all amendments to the Articles of Incorporation of the Company are as stated in Schedule B; The issued share capital of the Company is as stated in Schedule C; The balance sheet appended in Schedule A and the financial statements for the last [NUMBER] complete fiscal years of the Company produced by the Seller appended in Schedule D have been prepared in accordance with generally accepted accounting principles applied on a consistent basis and are fair and accurate;