[{"data":1,"prerenderedAt":531},["ShallowReactive",2],{"document-agreement-of-purchase-and-sale-of-shares-D322":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":38,"customDescModule":184,"customdescription":6,"mdFm":185,"mdProseHtml":530},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"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;",null,"Agreement of Purchase and Sale of Shares","5",85,"doc","https://templates.business-in-a-box.com/imgs/1000px/agreement-of-purchase-and-sale-of-shares-D322.png","https://templates.business-in-a-box.com/imgs/250px/322.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#322.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Finance & Accounting","/templates/finance-accounting/",{"label":20,"url":21},"Buy & Sell Shares","/templates/buy-sell-shares/","agreement purchase sale shares","Agreement of Purchase and Sale of Shares Template","https://templates.business-in-a-box.com/imgs/400px/322.png","https://templates.business-in-a-box.com/imgs/600px/322.png",[27,16,19],{"label":28,"url":29},"Templates","/templates/",[31,32,35],{"label":28,"url":29},{"label":33,"url":34},"Legal Agreements","/templates/business-legal-agreements/",{"label":36,"url":37},"Equity & Mergers","/templates/equity-and-mergers/",[39,43,47,51,55,59,63,67,71,75,79,83,87,104,120,134,152,167],{"label":40,"url":41,"thumb":42,"extension":10},"Agreement of Purchase and Sale of Shares by Shareholder","/template/agreement-of-purchase-and-sale-of-shares-by-shareholder-D321","https://templates.business-in-a-box.com/imgs/250px/321.png",{"label":44,"url":45,"thumb":46,"extension":10},"Agreement of Purchase and Sale of Shares 2","/template/agreement-of-purchase-and-sale-of-shares-2-D320","https://templates.business-in-a-box.com/imgs/250px/320.png",{"label":48,"url":49,"thumb":50,"extension":10},"Sale of Shares Agreement","/template/sale-of-shares-agreement-D340","https://templates.business-in-a-box.com/imgs/250px/340.png",{"label":52,"url":53,"thumb":54,"extension":10},"Offer to Purchase Shares Agreement","/template/offer-to-purchase-shares-agreement-D334","https://templates.business-in-a-box.com/imgs/250px/334.png",{"label":56,"url":57,"thumb":58,"extension":10},"Purchase and Sale Agreement","/template/purchase-and-sale-agreement-D13884","https://templates.business-in-a-box.com/imgs/250px/13884.png",{"label":60,"url":61,"thumb":62,"extension":10},"Agreement of Purchase and Sale of Business Assets","/template/agreement-of-purchase-and-sale-of-business-assets-D318","https://templates.business-in-a-box.com/imgs/250px/318.png",{"label":64,"url":65,"thumb":66,"extension":10},"Offer to Purchase Shares Agreement Venture Capital","/template/offer-to-purchase-shares-agreement-venture-capital-D335","https://templates.business-in-a-box.com/imgs/250px/335.png",{"label":68,"url":69,"thumb":70,"extension":10},"Agreement of Purchase and Sale of Business Assets Short","/template/agreement-of-purchase-and-sale-of-business-assets-short-D319","https://templates.business-in-a-box.com/imgs/250px/319.png",{"label":72,"url":73,"thumb":74,"extension":10},"Stock Purchase Agreement","/template/stock-purchase-agreement-D349","https://templates.business-in-a-box.com/imgs/250px/349.png",{"label":76,"url":77,"thumb":78,"extension":10},"Purchase Agreement","/template/purchase-agreement-D12670","https://templates.business-in-a-box.com/imgs/250px/12670.png",{"label":80,"url":81,"thumb":82,"extension":10},"Asset Sale and Purchase Agreement Film & Television","/template/asset-sale-and-purchase-agreement-film-television-D860","https://templates.business-in-a-box.com/imgs/250px/860.png",{"label":84,"url":85,"thumb":86,"extension":10},"Share Purchase Agreement Deemed Dividend","/template/share-purchase-agreement-deemed-dividend-D342","https://templates.business-in-a-box.com/imgs/250px/342.png",{"description":88,"descriptionCustom":6,"label":89,"pages":90,"size":91,"extension":10,"preview":92,"thumb":93,"svgFrame":94,"seoMetadata":95,"parents":96,"keywords":102,"url":103},"Asset Purchase Agreement Prepared By: Your Name Job Title Phone 555.555.5555 Email info@yourbusiness.com www.yourbusiness.com TABLE OF CONTENTS Pages 1 - INTERPRETATION 6 1.1 Definitions 6 Extended Meanings 9 1.3 Interpretation Not Affected by Headings 9 1.4 Applicable Law 9 1.5 Funds 9 1.6 Financial Documents 9 1.7 Invalidity 10 1.8 Business Day 10 1.9 Preamble 10 2 - PURCHASED ASSETS 10 2.1 Purchased Assets 10 2.2 Excluded Assets 11 2.3 Leases and Retention of Ownership Agreements 12 2.4 Removal of Purchased Assets 12 2.5 Forward Commitments 12 2.6 Assets Used in the Business 12 3 - PURCHASE AND SALE 12 3.1 Purchase Price 12 3.2 Default 13 3.3 Balance of Price 13 3.4 Allocation of the Purchase Price 13 3.5 No Assumption of Liabilities 13 3.6 Payment of Taxes 14 3.7 Adjustments 14 3.8 Net Worth Adjustment 14 3.9 Disagreement Regarding Adjustment of Purchase Price 14 3.10 Escrow of Purchase Price 14 4 - CLOSING AND CONDITIONS PRECEDENT TO THE SALE 15 4.1 Closing Date 15 4.2 Conditions Precedent to Closing in Favor of the Purchaser 15 4.2.1 Corporate Authorization 15 4.2.2 Statements 15 4.2.3 Truth of Representations and Warranties 15 4.2.4 Compliance with Terms and Conditions 15 4.2.5 Governmental Approvals 16 4.2.6 Approval of Purchaser's Counsel 16 4.2.7 Prohibited Actions 16 4.2.8 Delivery of Documents and Title Deeds 16 4.2.9 Legal Opinion of Seller's Counsel 16 4.2.10 Non-Competition Agreements 16 4.2.11 Residence 16 4.2.12 Bulk Sale Affidavit 17 4.2.13 Tax Election Form 17 4.2.14 Powers of Attorney 17 4.2.15 Consents 17 4.2.16 Due Diligence 17 4.2.17 No Substantial Damage or Adverse Change 17 4.2.18 No Adverse Legislation 17 4.2.19 Delivery of Documents 17 4.3 Conditions Precedent to Closing in Favor of the Seller 18 4.3.1 Letter of Credit 18 4.3.2 Truth of Representations and Warranties 18 4.3.3 Compliance with Terms and Conditions 18 4.3.4 Legal Opinion of Purchaser's Counsel 18 4.4 Risk of Loss 18 4.5 Notification 19 5 - REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 19 5.1 Representations and Warranties of Seller 19 5.1.1 Due Incorporation and Qualification to Carry on Business 19 5.1.2 Binding Nature 19 5.1.3 Title of Assets 19 5.1.4 Options, Commitments 20 5.1.5 No Violation 20 5.1.6 Books and Records 20 5.1.7 Business Conducted in Ordinary Course 20 5.1.8 Leases 21 5.1.9 Uses 21 5.1.10 Work Orders 21 5.1.11 Litigation 22 5.1.12 Proprietary Rights 22 5.1.13 Infringement of Proprietary Rights 22 5.1.14 Compliance with Laws 22 5.1.15 Employment Agreements 23 5.1.16 Labour Unions 23 5.1.17 Labour Practices 23 5.1.18 Pension Plans 23 5.1.19 Restrictive Documents 24 5.1.20 Outstanding Long Term Indebtedness 24 5.1.21 Outstanding Guarantees 24 5.1.22 Insurance 24 5.1.23 Taxes 24 5.1.24 Withholdings 25 5.1.25 Condition of Purchased Assets 25 5.1.26 Clients and Supplies 25 5.1.27 Vacation Pay 25 5.1.28 Residence 25 5.1.29 Knowledge 25 5.1.30 Liabilities 26 5.1.31 Inventories 26 5.1.32 Financial Statements 26 5.1.33 Absence of Certain Developments 26 5.1.34 No Material Adverse Change 27 5.1.35 Other Agreements 27 5.1.36 Environmental Matters 28 5.1.37 Reliance 29 5.1.38 Evidence 29 5.1.39 Standard of Conduct 29 5.2 Representations and Warranties of the Purchaser 29 5.2.1 Due Incorporation 29 5.2.2 Binding Nature 29 5.2.3 No Violation 29 5.3 Survival 30 5.4 Indemnification of the Purchaser 30 5.5 Warranty Work 30 6 - EMPLOYEES 31 6.1 List of Non-Unionized Employees 31 6.2 Employment to Non-Unionized Employees 31 6.3 Claims by Non-Unionized Employees 31 6.4 Pension Plan for Employees 31 6.5 Assumption of Collective Agreement 32 6.6 List of Unionized Employees 32 6.7 Offers to Unionized Employees 32 6.8 Short Term and Long Term Disability 33 6.9 Benefit Plans 33 7 - MUTUAL COOPERATION 33 7.1 Conduct of Business Prior to Closing 33 (a) Conduct Business in Ordinary Course 33 (b) Continue Insurance 33 (c) Perform Obligations 33 7.2 Access for Investigation Prior to Closing 33 7.3 Actions to Satisfy Closing Conditions 34 7.4 Transfer of Purchased Assets 34 7.5 Assistance in Judicial Claims 35 7.6 Collection of Receivables 35 7.7 Accounts Receivable 35 7.8 Differentiation of Products 36 8 - MISCELLANEOUS 36 8.1 Successors and Assigns 36 8.2 Brokers 36 8.3 Legal Fees 36 8.4 Public Announcement 36 8.5 Entire Agreement 36 8.6 Notices 37 8.7 Time of Essence 37 8.8 Counterparts 37 9 - GUARANTEE 37 9.1 Intervention of the Guarantor 37 9.2 Indulgence 38 9.3 Disability of Purchaser 38 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), 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: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), 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 carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business).","Asset Purchase Agreement","37",259,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement-D928.png","https://templates.business-in-a-box.com/imgs/250px/928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#928.xml",{"title":6,"description":6},[97,99],{"label":33,"url":98},"business-legal-agreements",{"label":100,"url":101},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement","/template/asset-purchase-agreement-D928",{"description":105,"descriptionCustom":6,"label":106,"pages":107,"size":108,"extension":10,"preview":109,"thumb":110,"svgFrame":111,"seoMetadata":112,"parents":114,"keywords":113,"url":119},"SHAREHOLDERS AGREEMENT This Shareholders Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), 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: [FIRST SHAREHOLDER NAME] (the \"First Shareholder\"), 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] AND: [SECOND SHAREHOLDER NAME] (the \"Second Shareholder\"), 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] AND: [THIRD SHAREHOLDER NAME] (the \"Third Shareholder\"), 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] WITNESSETH: WHEREAS, the present distribution of shares of the Company is as follows: Name Number of Shares WHEREAS, in order to insure the harmonious and successful management and control of the Company, and to provide for an orderly and fair disposition of shares of common stock of the Company now or hereafter owned by any Shareholder; NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and intending to be legally bound, the parties hereby agree as follows: Definitions and organisation of the company \"Offering Shareholder\" means any Shareholder, or his personal representatives, heirs, administrators, and executors, as the case may be, who pursuant to this Agreement must or does offer all or any of his Shares to the Company or the Continuing Shareholders. \"Continuing Shareholders\" means all Shareholders other than an Offering Shareholder. \"Shares\" means shares of Common Stock of the Company now or hereafter owned by any Shareholder. \"Buyer\" means the Company or those Continuing Shareholders who purchase an Offering Shareholder's Shares pursuant to this Agreement. \"Management Shareholder\" means First Shareholder, Second Shareholder and Third Shareholder. ORGANISATION OF THE COMPANY The affairs of the Company will be managed by a board of [NUMBER] directors unless changed by a unanimous Directors' Resolution. The present directors of the Company are [DIRECTORS' NAMES]. It is agreed that [SHAREHOLDERS' NAMES] shall each be entitled to elect one director to the board of directors of the Company so long as each is a Shareholder. Two (2) directors shall constitute a quorum for the transaction of any business at any meeting of the board of directors. At all meetings of the board of directors, every motion to be carried must receive a majority of the votes cast, subject to the provisions of subparagraphs 2.4 and 2.5. Unless otherwise agreed, board meetings will be held at the head office of the Company. In the event that a nominee to the Board of one of the Shareholders shall fail to vote and act as a director to carry out the provisions of this agreement, then the shareholders agree to exercise their right as shareholders of the Company and in accordance with the Articles of the Company to remove such nominee from the Board and to elect in the place or stead thereof such individual who will use his/her best efforts to carry out the provisions of this agreement but only in the event that the Shareholder whose nominee has been removed fails to appoint a successor within a period of fourteen days from the date such nominee has been removed. The election, appointment and determination of officers and the auditors and advisors of the Company, the defining of their duties and functions and the salaries and remuneration to be paid to them will be a function of the board of directors. Until changed by the board of directors, the Officers of the Company and their annual salaries shall be: Office Held: Director: [NAME] [SALARY] Secretary: [NAME] [SALARY] All direct out-of-pocket expenses will be reimbursed provided these falls within guidelines set out by the Board of Directors from time to time. Until otherwise agreed, each officer of the Company will commit to spending his/her full time on the affairs of the Company. Until changed by the board of directors, the auditors and advisors of the Company shall be: Auditor: Legal Advisors: There shall be kept, in such bank or banks (including trust companies) as may be determined by the board of directors, bank accounts of the Company in which shall be deposited all monies received by the Company in the course of carrying on business from time to time. All payments on account of the Company shall be made by cheques drawn on the bank account and all cheques, drafts or other instruments drawn and made for the purposes of the business of the Company shall be executed by such directors, officers or employees as may from time to time be authorized so to do by the board of directors. Subject to paragraph 2.6, all decisions relating to the management and control of the business of the Company shall be determined by the board of directors of the Company, provided always that the following matters shall be determined by a Special Directors' Resolution: any capital expenditures greater than xxxx; any lease commitments greater than xxxx; the acquisition of any business interests by the Company; the elections of officers of the Company; the payment of any cash dividends or stock dividends to Shareholders of the Company; the issuance of any debt obligations of the Company; the disposal of the whole or any part of the business, undertaking, or assets of the Company outside the normal course of business of the Company the transfer of any shares of the Company; changes or variations in the objects or powers of the Company; the liquidation or winding up of the Company; the approval of any contracts or transactions outside the normal course of business; the execution of any contract involving a consideration greater than xxxx within the normal course of business; the lending of money by the Company; the guarantee by the Company of the debts or obligations of any other person, firm or body corporate; any non-budgeted expenditures greater than xxxx; business plan and/or budgets. The following decisions shall be determined by a Unanimous Directors' Resolution: alterations, variations or changes to the authorized or issued capital of the Company; the salaries and bonuses of officers and directors of the Company; the issue, redemption or purchase of any Shares; and changes in the number of directors of the Company The Shareholders may pledge any of their Shares as security for any borrowings by them provided the pledgee executes an agreement, in writing, providing that the pledgee shall be subject to all of the terms of this Agreement. The board of directors shall meet at least four times during each fiscal year of the Company. Any director can call a meeting provided 10 days notice is given. Notice may be waived. During the first year from the date of this agreement, the board of directors shall meet on a monthly basis. Directors may elect to attend a board meeting by telephone conference call. Each Shareholder shall, for so long as s/he is the owner of shares of the Company devote such of his/her business, time and energy as may be reasonably required to carry on the business of the Company and the Shareholder shall use his/her best efforts, skill and abilities to promote the interests of the Company. Each Shareholder agrees that he/she will not engage, without the consent of the other Shareholders, in a business which is directly competitive to that of the Company. 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INTERPRETATION 5 1.1 Definitions 5 1.2 Generally Accepted Accounting Principles 7 1.3 Headings and References 7 1.4 Extended Meanings 7 1.5 Schedules 7 1.6 Currency 7 1.7 Tender 7 1.8 Performance on Holidays 7 1.9 Calculation of Time 7 1.10 Ordinary Course 7 1.11 \"Material\" and \"Materially\" Defined 7 2. PURCHASE AND SALE 7 2.1 Purchase and Sale and Purchase Price 7 2.1.1 Term and Conditions 7 2.1.2 The Purchase Price shall be paid and satisfied as follows: 7 2.2 Adjustments 7 2.2.1. Net Worth Determination 7 2.2.2. Final Determination of Purchase Price 7 2.2.3. Disputes 7 2.3 Closing 7 2.4 Allocation of Purchase Price 7 2.5 General Adjustments 7 2.6 Accounts Receivable 7 2.7 Liabilities Not Assumed 7 2.8 Transfer Taxes 7 2.9 Non-Assignable Contracts 7 2.10 Increase in Rent on Assignment 7 3. REPRESENTATIONS AND WARRANTIES 7 3.1. Representations and Warranties of the Vendor 7 3.1.1 Corporate Matters 7 3.1.2 Title to Purchased Assets 7 3.1.3 No Options 7 3.1.4 The Financial Statements 7 3.1.5 Undisclosed Liabilities 7 3.1.6 Absence of Changes 7 3.1.7 Absence of Unusual Transactions 7 3.1.8 Tax Matters 7 3.1.9 Books and Records 7 3.1.10 Leases, Material Contracts, etc. 7 3.1.11 Accounts Receivable 7 3.1.12 Consents, Approvals, Etc. 7 3.1.13 Absence of Guarantees 7 3.1.14 Restrictions on Business 7 3.1.15 Absence of Conflicting Agreements 7 3.1.16 Compliance with Applicable [YOUR COUNTRY LAW] 7 3.1.17 Employees 7 3.1.18 Collective Agreements 7 3.1.19 Benefit Plans 7 3.1.20 Litigation 7 3.1.21 Insurance 7 3.1.22 Leases 7 3.1.23 Premises 7 3.1.24 No Expropriation 7 3.1.25 Leased Equipment 7 3.1.26 Licenses 7 3.1.27 Intellectual Property Rights 7 3.1.28 Assets 7 3.1.29 Inventories 7 3.1.30 Forward Commitments 7 3.1.31 Copies of Documents 7 3.1.32 Residency 7 3.1.33 Environmental Matters 7 3.1.34 Occupational Health and Safety 7 3.1.35 Workers' Compensation 7 3.1.36 Disclosure 7 3.1.37 Obligations to Customers 7 3.1.38 Retail Outlets 7 3.2. Representations and Warranties of the Purchaser 7 3.2.1 Incorporation 7 3.2.2 Corporate Power and Due Authorization 7 3.2.3 Enforceability of Obligations 7 3.2.4 Absence of Conflicting Agreements 7 3.2.5 Consents and Approvals 7 3.3. Interpretation 7 3.4. Commission 7 3.5. Qualification of Representations and Warranties 7 3.6. Non-Waiver 7 3.7. Survival of Representations and Warranties of the Vendor 7 3.8. Survival of Representations and Warranties of Purchaser 7 3.9. Knowledge of the Vendor 7 4. OTHER COVENANTS OF THE [COMPANY NAME] 7 4.1. Conduct of Business Prior to Closing 7 4.2. Conduct Business in Ordinary Course 7 4.3. Contracts 7 4.4. Continue Insurance 7 4.5. Comply with [YOUR COUNTRY LAW] 7 4.6. Taxes 7 4.7. Employees 7 4.8. Material Changes 7 4.9. Liens 7 4.10. Action by Vendor 7 4.11. Capital Expenditures 7 4.12. [SPECIFY] Claim 7 4.13. Conduct of Business Prior to Closing 7 4.14. Lease Consents and Estoppel Certificates 7 4.15. Consents and Waivers 7 4.16. Access for Investigation 7 4.17. Delivery of Books and Records 7 4.18. Accounts Receivable 7 4.19. Discharge of Obligations 7 4.20. Cooperation 7 4.21. Employees 7 4.21.1. Offer of Employment 7 4.21.2. Employment Process 7 4.21.3. Indemnification for Severance Claims of Non-Hired Employees 7 4.21.4. Claims Re: Employment Prior to Closing 7 4.21.5. Benefit Plans 7 4.21.6. Termination after Time of Closing 7 4.22. Pension Plan for Employees 7 4.23. Actions to Satisfy Closing Conditions 7 4.24. Disclosure 7 4.25. Injunctions 7 4.26. Action by the Vendor 7 4.27. Competition Act 7 4.28. Bulk Sales Legislation and Provincial Legislation 7 4.29. Consignment Goods and Contractual Rights 7 4.30. [DATE] Financial Statements 7 4.31. Purchaser Radius Clauses 7 5. INDEMNIFICATION 7 5.1 Definitions 7 5.2 Indemnification by the Vendor 7 5.3 Indemnification by the Purchaser 7 5.4 Notice of and the Defense of Third Party Claims 7 5.5 Assistance for Third Party Claims 7 5.6 Settlement of Third Party Claims 7 5.7 Direct Claims 7 5.8 Failure to Give Timely Notice 7 5.9 Payment and Interest 7 5.10 Limitation 7 5.11 Rights in Addition 7 5.12 Survival 7 5.13 Subsequent Recovery 7 5.14 Subrogation 7 5.15 Letter of Credit 7 5.16 Notices to Escrow Agent 7 6. CONDITIONS PRECEDENT 7 6.1 Purchaser's Conditions 7 6.2 Accuracy of Representations and Performance of Covenants 7 6.3 Consents to Assignments 7 6.4 No Material Adverse Change 7 6.5 Litigation 7 6.6 Receipt of Closing Documentation 7 6.7 Non-Competition Agreement 7 6.8 Opinion of Counsel for Vendor 7 6.9 Approval of Board of Directors 7 6.10 Management Agreement 7 6.11 Space and Facilities Agreement 7 6.12 Trade Mark License Agreement 7 6.13 Trade Mark Assignment 7 6.14 Cancellation of Certain Agreements 7 6.15 Environmental Audit 7 6.16 Escrow Agreement 7 6.17 Minimum Number of Leases 7 6.18 Vendor's Conditions 7 6.18.1. Accuracy of Representations and Performance of Covenants 7 6.18.2. Litigation 7 6.18.3. Opinion of Counsel for Purchaser 7 6.18.4. Competition Act 7 6.18.5. Minimum Number of Leases 7 6.18.6. Approval of [SPECIFY] Board of Directors 7 6.18.7. Escrow Agreement 7 6.18.8. Management Agreement 7 6.19 Waiver 7 6.20 Failure to Satisfy Conditions 7 6.21 Destruction or Expropriation 7 7. POST CLOSING OPERATIONS 7 7.1 Failure to Obtain Consent to Assignment of Lease 7 7.1.1. If with respect of any Lease described in Schedule [SPECIFY], the Vendor is unable to obtain any necessary consent, substantially in form or forms approved or deemed approved pursuant to subsection 4.1.10, to the assignment thereof to the Purchaser as herein contemplated at the Time of Closing (a \"Non-Assignable Lease\"), then the Non-Assignable Lease shall not be assigned and the Purchaser shall, in accordance with the terms of a management agreement to be entered into by the parties at Closing, manage the Business as it is carried on at the location covered by the Non-Assignable Lease for the account of the Vendor provided that such agreement does not result in a violation of any Applicable [YOUR COUNTRY LAW] or result in the early termination of the Non-Assignable Lease. 7 7.2 Delivery of Space and Facilities Agreement 7 7.3 Release of Vendor from Lease Covenants 7 7.4 No Hiring of Employees 7 7.5 Access for Taxes 7 7.6 Volume Rebates 7 7.7 Remediation of Certain Outstanding Phase I Violations 7 8. GENERAL 7 8.1 Further Assurances 7 8.2 Time of the Essence 7 8.3 Expenses 7 8.4 Benefit of the Agreement 7 8.5 Entire Agreement 7 8.6 Amendments and Waiver 7 8.7 Assignment 7 8.8 Notices 7 8.9 Confidentiality 7 8.10 Governing [YOUR COUNTRY LAW] 7 8.11 Attornment 7 8.12 Counterparts 7 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), 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: [COMPANY NAME] (the \"Vendor\"), 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 Vendor, through its [COMPANY NAME], is in the [SPECIFY] business; AND WHEREAS the Vendor desires to sell and the Purchaser desires to purchase as a going concern the undertaking and substantially all of the assets relating to the business of the Vendor's [COMPANY NAME], upon and subject to the terms and conditions hereinafter set forth; NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the covenants and agreements herein contained the parties hereto agree as follows: INTERPRETATION Definitions In this Agreement, unless something in the subject matter or context is inconsistent therewith:","Asset Purchase Agreement For a Retail Business","71",671,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement_for-a-retail-business-D931.png","https://templates.business-in-a-box.com/imgs/250px/931.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#931.xml",{"title":6,"description":6},[130,131],{"label":33,"url":98},{"label":100,"url":101},"asset purchase agreement for a retail business","/template/asset-purchase-agreement-for-a-retail-business-D931",{"description":135,"descriptionCustom":6,"label":136,"pages":137,"size":108,"extension":10,"preview":138,"thumb":139,"svgFrame":140,"seoMetadata":141,"parents":143,"keywords":150,"url":151},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT FOR PURCHASE OF COMPUTER EQUIPMENT Dear [Contact name], [YOUR COMPANY NAME] intends to purchase certain computer hardware from [SELLER]. The purpose of this Letter of Intent is to summarize our discussions to date and to confirm our respective intentions with respect to the proposed transaction. [YOUR COMPANY NAME] intends to purchase from [SELLER] the [Model] computer. The purchase price for the [Model] model shall be the lower of [Amount] or whatever better price [SELLER] is able to extend to [YOUR COMPANY NAME]. [YOUR COMPANY NAME] and [SELLER] will use their best efforts to conclude a contract on or before [Date].","Letter of Intent for Purchase of Computer Equipment","1","https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent-for-purchase-of-computer-equipment-D1148.png","https://templates.business-in-a-box.com/imgs/250px/1148.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1148.xml",{"title":142,"description":6},"letter of intent for purchase of computer equipment",[144,147],{"label":145,"url":146},"Production & Operations","production-operations",{"label":148,"url":149},"Equipment Agreement","equipment-agreement","letter intent for purchase computer equipment","/template/letter-of-intent-for-purchase-of-computer-equipment-D1148",{"description":153,"descriptionCustom":6,"label":154,"pages":155,"size":108,"extension":10,"preview":156,"thumb":157,"svgFrame":158,"seoMetadata":159,"parents":161,"keywords":160,"url":166},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":160,"description":6},"non disclosure agreement nda",[162,163],{"label":33,"url":98},{"label":164,"url":165},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":168,"descriptionCustom":6,"label":169,"pages":170,"size":108,"extension":10,"preview":171,"thumb":172,"svgFrame":173,"seoMetadata":174,"parents":176,"keywords":175,"url":183},"CHECKLIST CUSTOMER DUE DILIGENCE Customer Due Diligence (CDD) is a critical process to ensure compliance with regulatory standards and safeguard against financial crimes. This checklist outlines the essential steps for effective CDD, from initial customer contact to ongoing monitoring and record-keeping. Gathering Customer Information: Individual Customers Full Name: Date of Birth: Nationality: Residential Address: Mailing Address (if different): Contact Number: Email Address: Identification Type (e.g., Passport, Driver's License): Identification Number: Issuing Country/Authority: Expiry Date of Identification Document: Corporate Customers Company Name: Registration Number: Country of Incorporation: Registered Address: Business Address (if different): Nature of Business: Date of Incorporation: Contact Number: Email Address: Website (if any): Directors' Names and Details: Ultimate Beneficial Owners (UBOs) Names and Details: Shareholding Structure: Identity Verification: Verify Identity Documents Document Verification (type of document, number, expiration date) Biometric Verification (if applicable) Verify Address Utility Bill Bank Statement Lease Agreement Additional Verification (if needed): Biometric Authentication Passive Liveness Detection Risk Assessment: Customer Type (Individual/Business): Customer Segment (Retail/Corporate): Industry: Expected Account Activity (Transaction Types, Volumes, and Values): Source of Funds: Purpose of the Account: Geographical Risk (Customer's Country of Origin/Operation): Any High-Risk Indicators (e.g., PEP, sanctions, negative media): Risk Profile Determination (Low, Medium, High): Enhanced Due Diligence (EDD) for High-Risk Customers:","Checklist Customer Due Diligence","4","https://templates.business-in-a-box.com/imgs/1000px/checklist-customer-due-diligence-D13916.png","https://templates.business-in-a-box.com/imgs/250px/13916.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13916.xml",{"title":175,"description":6},"checklist customer due diligence",[177,180],{"label":178,"url":179},"Business Plan Kit","business-plan-kit",{"label":181,"url":182},"Business Procedures","business-procedures","/template/checklist-customer-due-diligence-D13916",false,{"seo":186,"reviewer":197,"legal_disclaimer":196,"quick_facts":201,"at_a_glance":203,"personas":207,"variants":232,"glossary":259,"clauses":296,"how_to_fill":346,"common_mistakes":387,"faqs":412,"industries":440,"comparisons":457,"diy_vs_lawyer":472,"jurisdictions":485,"related_template_ids_curated":506,"schema":517,"classification":518},{"meta_title":187,"meta_description":188,"primary_keyword":189,"secondary_keywords":190,"family":189,"is_canonical":196},"Agreement of Purchase and Sale of Shares Template (Free Word)","Free share purchase agreement template covering purchase price, representations, conditions, and closing. Download in Word, edit online, or export as PDF. Free Word and PDF download.","agreement of purchase and sale of shares",[191,192,193,194,195],"share purchase agreement template word","share purchase agreement template free","share transfer agreement template","business acquisition agreement template","share sale contract template",true,{"name":198,"credential":199,"reviewed_date":200},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":202,"legal_review_recommended":196,"signature_required":196,"notarization_required":184},"advanced",{"what_it_is":204,"when_you_need_it":205,"whats_inside":206},"An Agreement of Purchase and Sale of Shares is a legally binding contract between a seller and a buyer governing the transfer of ownership of shares in a private company. This free Word download covers purchase price, representations and warranties, closing conditions, indemnification, and post-closing obligations in a single structured document you can edit online and export as PDF.\n","Use it whenever a private company's shares are being sold — whether in a full acquisition, partial ownership transfer, founder buyout, or investor exit. It is required before the closing date of any share transfer to establish binding obligations on both the seller and the buyer.\n","Parties and share details, purchase price and payment terms, representations and warranties from both seller and buyer, closing conditions, indemnification obligations, non-compete and non-solicitation restrictions, confidentiality, and governing law and dispute resolution.\n",[208,212,216,220,224,228],{"title":209,"use_case":210,"icon_asset_id":211},"Business owners selling their company","Documenting the full terms of a private company share sale to a buyer","persona-small-business-owner",{"title":213,"use_case":214,"icon_asset_id":215},"Startup founders exiting","Formalizing a founder buyout or acquisition by a strategic acquirer","persona-startup-founder",{"title":217,"use_case":218,"icon_asset_id":219},"Private equity and M&A lawyers","Providing clients with a structured starting point for share acquisitions","persona-lawyer",{"title":221,"use_case":222,"icon_asset_id":223},"Corporate buyers and acquirers","Purchasing shares in a target company to gain controlling or full ownership","persona-ceo",{"title":225,"use_case":226,"icon_asset_id":227},"Minority shareholders","Selling a partial stake in a private company to an incoming investor or co-owner","persona-investor",{"title":229,"use_case":230,"icon_asset_id":231},"Business succession planners","Transferring shares to a family member, partner, or management team in a succession event","persona-operations-director",[233,237,240,244,248,252,255],{"situation":234,"recommended_template":235,"slug":236},"Acquiring 100% of a private company's shares from a single seller","Agreement of Purchase and Sale of Shares (Full Acquisition)","agreement-of-purchase-and-sale-of-shares-D322",{"situation":238,"recommended_template":89,"slug":239},"Purchasing selected business assets rather than shares","asset-purchase-agreement-D928",{"situation":241,"recommended_template":242,"slug":243},"Transferring a minority stake to a new investor","Share Subscription Agreement","share-subscription-agreement-private-long-form-D343",{"situation":245,"recommended_template":246,"slug":247},"Selling shares in a publicly traded company","Stock Purchase Agreement (Public)","stock-purchase-agreement-D349",{"situation":249,"recommended_template":250,"slug":251},"Buying out a business partner's share of a partnership","Partnership Buyout Agreement","partnership-buyout-agreement-D12708",{"situation":253,"recommended_template":106,"slug":254},"Documenting the terms of a shareholder exit under a shareholders agreement","shareholders-agreement-D1016",{"situation":256,"recommended_template":257,"slug":258},"Transferring shares as part of a management buyout","Management Buyout Agreement","buyout-agreement-D12612",[260,263,266,269,272,275,278,281,284,287,290,293],{"term":261,"definition":262},"Shares","Units of ownership in a corporation that represent a proportionate claim on its assets, earnings, and voting rights.",{"term":264,"definition":265},"Purchase Price","The total consideration agreed between the buyer and seller in exchange for the transferred shares, which may be fixed, contingent, or adjusted post-closing.",{"term":267,"definition":268},"Representations and Warranties","Statements of fact made by each party about themselves and the company that are relied upon by the other party in agreeing to complete the transaction.",{"term":270,"definition":271},"Conditions Precedent","Requirements that must be fulfilled before either party is obligated to complete the closing — such as regulatory approvals, third-party consents, or due diligence sign-off.",{"term":273,"definition":274},"Indemnification","A contractual obligation by one party to compensate the other for losses, claims, or damages arising from a breach of a representation, warranty, or covenant.",{"term":276,"definition":277},"Closing","The date and event on which all conditions have been met, documents are signed, consideration is exchanged, and legal ownership of the shares transfers to the buyer.",{"term":279,"definition":280},"Earn-Out","A post-closing payment mechanism under which part of the purchase price is contingent on the acquired business meeting specified financial or operational targets.",{"term":282,"definition":283},"Due Diligence","The buyer's investigation of the target company's legal, financial, and operational standing before committing to complete the purchase.",{"term":285,"definition":286},"Material Adverse Change (MAC)","A clause permitting a buyer to withdraw from the transaction if a significant negative event occurs between signing and closing that affects the company's value.",{"term":288,"definition":289},"Non-Compete Clause","A post-closing restriction preventing the seller from starting or joining a competing business within a defined geography and time period.",{"term":291,"definition":292},"Drag-Along Right","A provision allowing a majority shareholder to compel minority shareholders to join in a sale of shares on the same terms.",{"term":294,"definition":295},"Escrow","A portion of the purchase price held by a neutral third party after closing to secure the seller's indemnification obligations for a defined period.",[297,302,307,312,317,322,327,331,336,341],{"name":298,"plain_english":299,"sample_language":300,"common_mistake":301},"Parties and Share Description","Identifies the seller and buyer as legal entities, specifies the exact number and class of shares being transferred, and confirms the seller holds good and marketable title free of encumbrances.","This Agreement is entered into on [DATE] between [SELLER FULL LEGAL NAME] ('Seller') and [BUYER FULL LEGAL NAME] ('Buyer'). Seller agrees to sell, and Buyer agrees to purchase, [NUMBER] [CLASS] shares of [COMPANY LEGAL NAME] (the 'Shares'), representing [X]% of the issued and outstanding share capital.","Describing shares by percentage only, without stating the actual number and class. If new shares are issued between signing and closing, a percentage figure becomes ambiguous and can trigger closing disputes.",{"name":303,"plain_english":304,"sample_language":305,"common_mistake":306},"Purchase Price and Payment Terms","States the total consideration, the payment method (cash, notes, or shares), the schedule for payment, and any post-closing price adjustments such as working capital true-ups or earn-out provisions.","The total purchase price for the Shares is $[AMOUNT] (the 'Purchase Price'), payable as follows: (a) $[AMOUNT] in cash at Closing; (b) $[AMOUNT] by way of a vendor take-back promissory note bearing interest at [X]% per annum, due [DATE]; and (c) up to $[AMOUNT] by way of an earn-out as set out in Schedule [X].","Omitting a working capital adjustment mechanism. Without one, the seller can drain cash or run up payables between signing and closing, effectively reducing the value the buyer receives without reducing the stated price.",{"name":308,"plain_english":309,"sample_language":310,"common_mistake":311},"Seller's Representations and Warranties","The seller's binding factual statements about the company's ownership, financial condition, absence of litigation, compliance with laws, material contracts, and tax obligations — relied upon by the buyer to complete the deal.","Seller represents and warrants to Buyer, as of the date hereof and as of the Closing Date, that: (a) Seller has full legal capacity and authority to enter into this Agreement; (b) the Shares are owned beneficially and of record by Seller, free and clear of all liens and encumbrances; (c) the Company's financial statements for the fiscal year ended [DATE] fairly present the financial position of the Company in accordance with [GAAP / ASPE / IFRS].","Accepting overly qualified representations with pervasive 'to Seller's knowledge' carve-outs. Knowledge-qualified reps shift risk to the buyer even for matters the seller could have discovered with reasonable inquiry.",{"name":313,"plain_english":314,"sample_language":315,"common_mistake":316},"Buyer's Representations and Warranties","The buyer's statements confirming legal capacity, authority to complete the purchase, source of funds, and absence of any conflict with other agreements — assuring the seller the deal can close.","Buyer represents and warrants to Seller that: (a) Buyer has full legal capacity and authority to enter into this Agreement and to perform its obligations hereunder; (b) this Agreement constitutes a valid and binding obligation of Buyer; (c) Buyer has or will have at Closing sufficient funds to pay the Purchase Price.","Omitting buyer representations entirely on the assumption that only the seller needs to warrant. If the buyer cannot fund or close, the seller needs a breach-of-contract claim grounded in written representations.",{"name":318,"plain_english":319,"sample_language":320,"common_mistake":321},"Conditions Precedent to Closing","Lists the specific requirements each party must satisfy before either is obligated to complete the transaction — including regulatory approvals, third-party consents, bring-down of representations, and absence of a material adverse change.","The obligation of Buyer to complete the purchase is subject to the satisfaction, at or before Closing, of the following conditions: (a) all representations of Seller shall be true and correct in all material respects as of the Closing Date; (b) Seller shall have obtained the consents set out in Schedule [X]; (c) no Material Adverse Change shall have occurred since the date of this Agreement.","Drafting conditions so broadly that either party can manufacture a failure to close without consequence. Every condition should have a clear objective standard and specify which party bears the obligation to satisfy it.",{"name":323,"plain_english":324,"sample_language":325,"common_mistake":326},"Closing Mechanics and Deliverables","Specifies the closing date, location (or virtual process), and the documents and funds each party must deliver at closing — including share certificates, corporate resolutions, officer resignations, and legal opinions.","Closing shall take place on [DATE] at [LOCATION / virtually via electronic exchange]. At Closing, Seller shall deliver: (a) certificates representing the Shares, duly endorsed for transfer; (b) resignations of all directors and officers as requested by Buyer; (c) corporate minute books and records of the Company.","No closing deliverables checklist. Without a defined list, closing becomes a negotiation rather than an execution — delaying completion and creating disagreements about what was promised.",{"name":273,"plain_english":328,"sample_language":329,"common_mistake":330},"Sets out each party's obligation to compensate the other for losses caused by a breach of representations, warranties, or covenants, and establishes caps, floors, and time limits on indemnification claims.","Seller shall indemnify and hold harmless Buyer from and against any losses, damages, or expenses arising out of or resulting from any breach of Seller's representations, warranties, or covenants. Seller's aggregate indemnification liability shall not exceed [X]% of the Purchase Price, and no claim shall be made unless individual losses exceed $[BASKET AMOUNT].","No cap or basket on indemnification. Without a cap, the seller's liability is theoretically unlimited — most sellers will not sign such a clause, and the absence of agreed limits is one of the most common deal-closing obstacles.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Non-Compete and Non-Solicitation","Prevents the seller from starting or joining a competing business, and from soliciting the company's employees or customers, for a defined period after closing.","For a period of [X] years following Closing, Seller shall not, directly or indirectly: (a) carry on or be engaged in any business that competes with the Business within [GEOGRAPHIC AREA]; or (b) solicit or hire any employee, customer, or supplier of the Company.","Using the same non-compete language regardless of the seller's role in the business. A founder-operator requires broader restrictions than a passive minority shareholder — courts will strike down overbroad clauses, voiding protection entirely.",{"name":337,"plain_english":338,"sample_language":339,"common_mistake":340},"Confidentiality","Restricts both parties from disclosing the terms of the transaction or confidential information about the company obtained during due diligence — both before and after closing.","Each party agrees to keep confidential all Confidential Information disclosed in connection with this Agreement and the transactions contemplated herein, and shall not disclose such information to any third party without the prior written consent of the other party, except as required by law.","No carve-out for required regulatory or legal disclosures. Without one, a party who must disclose under securities law or a court order is technically in breach of the confidentiality clause.",{"name":342,"plain_english":343,"sample_language":344,"common_mistake":345},"Governing Law, Dispute Resolution, and Entire Agreement","Specifies which jurisdiction's laws govern the contract, how disputes are resolved (arbitration, mediation, or litigation), and confirms this agreement supersedes all prior representations and discussions.","This Agreement shall be governed by and construed in accordance with the laws of [JURISDICTION]. Any dispute arising hereunder shall be submitted to binding arbitration in [CITY] under the rules of [AAA / ICDR / ADR Institute of Canada]. This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and understandings.","Choosing a governing jurisdiction with no connection to either party or the target company. Several jurisdictions — including Delaware and Ontario — have well-developed corporate law that produces predictable outcomes; choosing an unfamiliar jurisdiction creates unnecessary legal uncertainty.",[347,352,357,362,367,372,377,382],{"step":348,"title":349,"description":350,"tip":351},1,"Identify the parties and describe the shares precisely","Enter the full legal names of the seller and buyer — not trade names — and specify the exact number, class, and certificate numbers of the shares being transferred. Confirm that no liens, pledges, or encumbrances exist on the shares.","Pull the share details directly from the company's share register to avoid discrepancies that can delay closing.",{"step":353,"title":354,"description":355,"tip":356},2,"Set the purchase price and payment structure","State the total consideration and break it into components — cash at closing, vendor take-back notes, and any earn-out. If a working capital adjustment applies, define the target working capital amount and the true-up mechanism.","Fix the working capital peg to the average of the last three months' balance sheets, not the most recent month alone, to reduce gaming risk.",{"step":358,"title":359,"description":360,"tip":361},3,"Draft and schedule the seller's representations and warranties","Work through each representation category — title, authority, financials, taxes, material contracts, litigation, and compliance — and note any exceptions in a disclosure schedule attached to the agreement.","Treat the disclosure schedules as seriously as the representations themselves. An undisclosed liability the seller knew about at signing is grounds for an indemnification claim post-closing.",{"step":363,"title":364,"description":365,"tip":366},4,"Define the conditions precedent to closing","List every approval, consent, and certification required before closing — regulatory filings, landlord consents, lender waivers, and third-party change-of-control approvals. Assign responsibility for satisfying each condition to the appropriate party.","Set a long-stop date by which all conditions must be satisfied; if not met, either party may terminate. A transaction without a deadline can drag on indefinitely.",{"step":368,"title":369,"description":370,"tip":371},5,"Negotiate and cap the indemnification provisions","Agree on a deductible (basket), a cap (as a percentage of purchase price), and a survival period for representations and warranties — typically 12–24 months post-closing, with longer periods for tax and fundamental representations.","Representations and warranties insurance (RWI) is increasingly used to bridge indemnification gaps in mid-market deals — factor in the premium cost when negotiating the cap.",{"step":373,"title":374,"description":375,"tip":376},6,"Tailor the non-compete restrictions to the seller's role","Set the geographic scope, duration, and restricted activities proportionate to the seller's involvement in the business. An active founder-operator warrants 2–3 year restrictions; a passive shareholder with no customer relationships may need only 12 months.","Confirm non-compete enforceability under the governing jurisdiction before finalizing duration and geography — California and several EU member states impose strict limits.",{"step":378,"title":379,"description":380,"tip":381},7,"Prepare the closing deliverables checklist","List every document, certificate, and action required from each party at closing: share certificates, corporate resolutions, officer resignations, updated minute books, tax clearance certificates, and legal opinions.","Circulate the closing checklist to both parties' counsel at least two weeks before the closing date to surface missing items early.",{"step":383,"title":384,"description":385,"tip":386},8,"Execute before the stated closing date","Both parties must sign the agreement and exchange all required deliverables on or before the closing date. Ensure signatures are obtained from all required signatories — including spousal consent if shares are matrimonial property in the applicable jurisdiction.","Use a virtual data room and e-signature platform to manage execution across multiple signatories and jurisdictions, and to timestamp each signature for the record.",[388,392,396,400,404,408],{"mistake":389,"why_it_matters":390,"fix":391},"No working capital adjustment mechanism","Without a post-closing true-up, the seller can reduce cash balances or increase payables between signing and closing, delivering a business worth materially less than the agreed price.","Define a target working capital amount in the agreement and include a post-closing adjustment mechanism with a defined calculation methodology and dispute resolution process.",{"mistake":393,"why_it_matters":394,"fix":395},"Pervasive knowledge qualifiers on seller representations","When every material representation is qualified by 'to Seller's knowledge,' the buyer absorbs risk for unknown liabilities the seller could have discovered through basic review of company records.","Limit knowledge qualifiers to representations where actual knowledge is genuinely appropriate — such as litigation threat awareness — and require the seller to make reasonable inquiry before invoking a knowledge qualifier.",{"mistake":397,"why_it_matters":398,"fix":399},"No indemnification cap or basket","Unlimited seller indemnification liability is a non-starter for most sellers, causing deals to stall. Conversely, a buyer with no floor on claims faces death by a thousand small losses.","Agree on a basket (typically 0.5–1% of purchase price) below which individual claims are not actionable, and a cap (typically 10–20% of purchase price, 100% for fundamental reps) above which seller liability does not extend.",{"mistake":401,"why_it_matters":402,"fix":403},"Omitting a long-stop date for conditions precedent","Without a termination date, either party can delay satisfying conditions indefinitely, leaving the other party in legal limbo with no right to walk away or seek damages.","Insert a long-stop date — typically 60–120 days after signing — after which either party may terminate the agreement if conditions remain unsatisfied, with liability allocation depending on which party caused the failure.",{"mistake":405,"why_it_matters":406,"fix":407},"Using the same non-compete for all seller types","Courts strike down non-competes that are unreasonably broad relative to the seller's actual role. A struck-down clause offers no protection at all, leaving the buyer exposed to direct competition from the very person who sold them the business.","Calibrate duration (12–36 months), geography, and restricted activity to the seller's specific involvement. A passive shareholder needs a narrower restriction than a hands-on founder with existing customer relationships.",{"mistake":409,"why_it_matters":410,"fix":411},"Signing without spousal or domestic partner consent where required","In several jurisdictions, shares held during a marriage may be treated as matrimonial property. A sale completed without the required spousal consent can be voided or challenged post-closing.","Confirm whether spousal consent is required under the governing jurisdiction's family property laws and obtain it in writing before the closing date.",[413,416,419,422,425,428,431,434,437],{"question":414,"answer":415},"What is an agreement of purchase and sale of shares?","An agreement of purchase and sale of shares is a legally binding contract under which a seller transfers ownership of private company shares to a buyer for an agreed purchase price. It governs every aspect of the transaction — price, payment terms, representations about the company, closing conditions, indemnification, and post-closing restrictions. It is the primary legal document in any private company share acquisition and replaces informal letters of intent once both parties are ready to commit to binding obligations.\n",{"question":417,"answer":418},"What is the difference between a share purchase and an asset purchase?","In a share purchase, the buyer acquires ownership of the company itself — including all its assets, liabilities, contracts, and contingent obligations. In an asset purchase, the buyer cherry-picks specific assets and assumed liabilities, leaving everything else with the seller's corporate entity. Share purchases are simpler to complete — contracts and licenses transfer automatically — but the buyer inherits all historic liabilities. Asset purchases offer cleaner liability protection but require reassigning every material contract, which often triggers third-party consent requirements.\n",{"question":420,"answer":421},"What representations and warranties should a seller give?","Standard seller representations cover: authority and capacity to sell, clear title to the shares free of encumbrances, accuracy of financial statements, completeness of material contracts, absence of undisclosed litigation, compliance with applicable laws, accuracy of tax filings, and no material adverse change in the business since the last financial statements. Each representation that cannot be given cleanly should be qualified in a disclosure schedule attached to the agreement.\n",{"question":423,"answer":424},"Do I need a lawyer to complete a share purchase agreement?","For any transaction involving a privately held company, legal review is strongly recommended. A share purchase agreement creates binding representations, indemnification obligations, and post-closing restrictions that can result in significant financial exposure if drafted incorrectly. A template provides a solid structural foundation, but a commercial lawyer familiar with the applicable jurisdiction should review and adapt it for the specific transaction — particularly the indemnification structure, conditions precedent, and non-compete provisions.\n",{"question":426,"answer":427},"What is an earn-out and when should one be used?","An earn-out is a post-closing payment mechanism under which a portion of the purchase price is contingent on the acquired business achieving defined financial or operational targets — typically over 12–36 months post-closing. Earn-outs bridge valuation gaps when a seller believes the business will outperform current financials and the buyer is not willing to pay a premium upfront. They are commonly used in founder exits where the seller remains involved post-closing. Earn-outs require very precise drafting of the measurement metrics, accounting methodology, and dispute resolution process to avoid post-closing litigation.\n",{"question":429,"answer":430},"How long does closing typically take after signing?","In most private company share transactions, the period between signing and closing runs 30–90 days. The duration depends on the complexity of required regulatory approvals (competition/antitrust filings, industry licences), third-party consent requirements (landlords, key suppliers, lenders), and the extent of outstanding due diligence. Simple transactions with no regulatory requirements can close in as few as 5–10 business days. The long-stop date in the agreement should reflect realistic timelines with some buffer for unexpected delays.\n",{"question":432,"answer":433},"What is a representations and warranties insurance policy?","Representations and warranties insurance (RWI) is a policy that pays out to the buyer if a seller's representation turns out to be inaccurate post-closing, effectively replacing the seller as the source of indemnification. It is increasingly common in mid-market transactions ($10M–$250M) because it allows the seller to receive sale proceeds without retaining escrow, and gives the buyer a well-capitalized insurer to claim against. Premiums typically run 2–4% of the coverage limit.\n",{"question":435,"answer":436},"Are non-compete clauses in a share purchase agreement enforceable?","Non-competes included in a legitimate business sale agreement are generally treated more favorably by courts than employment non-competes, because the seller receives meaningful consideration — the purchase price — in exchange for the restriction. Courts in most jurisdictions enforce them if they are reasonable in duration (typically 2–3 years for a business sale), geographic scope, and breadth of restricted activity. California law is a notable exception — it bans most non-competes even in business sale contexts unless the seller disposes of their entire ownership interest.\n",{"question":438,"answer":439},"What happens if one party fails to close after signing?","If the buyer fails to close without a legitimate termination right, the seller's typical remedies include retaining a deposit, claiming specific performance (a court order compelling the buyer to close), or suing for damages equal to the deal value lost. If the seller fails to close without a legitimate termination right, the buyer may seek specific performance or damages. Specific performance is often the preferred remedy in share transactions because damages are difficult to quantify. The agreement should expressly state that specific performance is an available remedy to avoid arguments that money damages are adequate.\n",[441,445,449,453],{"industry":442,"icon_asset_id":443,"specifics":444},"Technology / SaaS","industry-saas","IP ownership confirmations, SaaS customer contract assignment consents, and key-person retention provisions are critical closing conditions in technology share acquisitions.",{"industry":446,"icon_asset_id":447,"specifics":448},"Professional Services","industry-professional-services","Client non-solicitation provisions and professional licence transfer requirements are central deal terms; earn-outs tied to client retention rates are commonly used to manage goodwill risk.",{"industry":450,"icon_asset_id":451,"specifics":452},"Manufacturing","industry-manufacturing","Environmental liability representations, equipment ownership confirmations, and regulatory permit transferability require detailed disclosure schedules and tailored indemnification carve-outs.",{"industry":454,"icon_asset_id":455,"specifics":456},"Retail / E-commerce","industry-retail","Inventory valuation true-ups, lease assignment consents, and supplier contract change-of-control clauses are frequent closing condition items in retail share transactions.",[458,461,464,468],{"vs":89,"vs_template_id":459,"summary":460},"asset-purchase-agreement-D321","An asset purchase agreement transfers specific assets and assumed liabilities to the buyer, leaving the selling corporate entity intact with its remaining obligations. A share purchase agreement transfers the entire company — all assets and liabilities together. Share purchases are simpler to execute for the buyer but carry greater liability risk; asset purchases offer liability protection but require reassigning every major contract and licence.",{"vs":106,"vs_template_id":462,"summary":463},"shareholders-agreement-D333","A shareholders agreement governs the ongoing relationship between co-owners of a company — voting rights, dividend policy, transfer restrictions, and dispute mechanisms. A share purchase agreement governs a one-time transaction in which ownership changes hands. The two documents interact: a shareholders agreement's right of first refusal or drag-along provisions often must be satisfied before a share purchase agreement can be completed.",{"vs":465,"vs_template_id":466,"summary":467},"Letter of Intent","letter-of-intent-to-purchase-assets-D13234","A letter of intent outlines the key proposed terms of a deal in a non-binding or partially binding preliminary document, used to confirm alignment before due diligence and legal drafting begin. A share purchase agreement is the final, fully binding contract executed at or near closing. The letter of intent is the starting point; the share purchase agreement is the legally enforceable endpoint.",{"vs":469,"vs_template_id":470,"summary":471},"Business Purchase Agreement","business-purchase-agreement-D309","A business purchase agreement is a broader term that may refer to either an asset or share acquisition. An agreement of purchase and sale of shares is a specific form of business purchase agreement that transfers ownership through equity rather than through individual asset transfers. When the target is a corporation and the buyer wants to acquire it as a going concern without triggering contract reassignments, the share purchase structure is preferred.",{"use_template":473,"template_plus_review":477,"custom_drafted":481},{"best_for":474,"cost":475,"time":476},"Simple share transfers between known parties with no earn-out, no regulatory approvals, and a straightforward indemnification structure","Free","2–4 hours to complete",{"best_for":478,"cost":479,"time":480},"Most private company acquisitions up to $5M where the buyer and seller want a solid document reviewed for jurisdiction-specific compliance","$1,500–$5,000 for legal review and negotiation support","1–3 weeks",{"best_for":482,"cost":483,"time":484},"Transactions over $5M, multi-jurisdiction deals, complex earn-out or equity rollover structures, regulated industries, or contested valuations","$10,000–$50,000+ depending on deal complexity","4–12 weeks",[486,491,496,501],{"code":487,"name":488,"flag_asset_id":489,"note":490},"us","United States","flag-us","Share purchase agreements in the US are primarily governed by state corporate law — Delaware law applies to most incorporated entities due to its well-developed case law. Non-compete enforceability varies sharply by state: California generally prohibits them even in business sale contexts unless the seller disposes of their entire interest. Federal antitrust (HSR Act) pre-merger filing requirements apply to transactions above current reporting thresholds (approximately $119M in 2025).",{"code":492,"name":493,"flag_asset_id":494,"note":495},"ca","Canada","flag-ca","Canadian share purchase agreements are governed by provincial corporate and contract law — Ontario and British Columbia have mature commercial frameworks. Federal Competition Act merger notification may be required for transactions above the applicable thresholds. Quebec transactions involving Quebec-incorporated entities require French-language versions or bilingual documentation for provincial compliance. Spousal consent requirements under provincial family property legislation should be confirmed before closing.",{"code":497,"name":498,"flag_asset_id":499,"note":500},"uk","United Kingdom","flag-uk","UK share purchase agreements are governed by English law (or Scots law for Scottish entities) and typically follow the approach codified in the SPA Negotiation Guide published by the City of London Law Society. The CMA (Competition and Markets Authority) has jurisdiction over mergers where the target's UK turnover exceeds £70M or the combined market share exceeds 25%. TUPE regulations may apply if the transaction effectively amounts to a business transfer.",{"code":502,"name":503,"flag_asset_id":504,"note":505},"eu","European Union","flag-eu","EU-level merger control under EC Regulation 139/2004 applies when the combined worldwide turnover exceeds €5B and EU-wide turnover of each of at least two parties exceeds €250M. Below these thresholds, member-state competition authorities have jurisdiction. GDPR requires careful treatment of personal data transferred as part of any due diligence process. Post-employment non-competes ancillary to business sales are generally enforceable across the EU when proportionate to the legitimate interest protected, but duration and financial compensation requirements vary by member state.",[239,254,507,508,509,510,511,512,513,514,515,516],"asset-purchase-agreement-for-a-retail-business-D931","letter-of-intent-for-purchase-of-computer-equipment-D1148","non-disclosure-agreement-nda-D12692","checklist-customer-due-diligence-D13916","employment-agreement-executive-D543","independent-contractor-agreement-D160","general-non-compete-agreement-D882","promissory-note-D434","certificate-of-corporate-resolution-D3","partnership-agreement-D12551",{"emit_how_to":196,"emit_defined_term":196},{"primary_folder":98,"secondary_folder":519,"document_type":520,"industry":521,"business_stage":522,"tags":523,"confidence":529},"equity-and-mergers","agreement","general","exit",[524,525,526,527,528],"m-and-a","legal","contract","share-purchase","equity-transaction",0.95,"\u003Ch2>What is an Agreement of Purchase and Sale of Shares?\u003C/h2>\n\u003Cp>An \u003Cstrong>Agreement of Purchase and Sale of Shares\u003C/strong> is a legally binding contract under which a seller transfers ownership of shares in a private corporation to a buyer in exchange for an agreed purchase price. It governs every material dimension of the transaction: the precise shares being sold, the total consideration and payment structure, the seller's representations about the company's financial and legal condition, the conditions that must be met before closing can occur, indemnification obligations for post-closing claims, and post-closing restrictions on the seller. Unlike a simple share transfer form, a properly drafted share purchase agreement creates enforceable rights and obligations on both sides and eliminates the ambiguity that would otherwise be resolved through expensive litigation.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written agreement of purchase and sale of shares, a share transaction exposes both parties to serious and concrete risk. The buyer has no contractual basis to claim compensation if the seller's representations about the company's finances, tax obligations, or outstanding litigation turn out to be false. The seller has no enforceable mechanism to ensure the buyer completes the purchase or pays any deferred consideration. Without defined closing conditions, either party can delay or abandon the transaction without consequence. Without a non-compete clause, a seller can take the purchase price and immediately open a competing business targeting the same customers. Courts will not fill these gaps favorably — they will apply default statutory rules or leave the injured party without a remedy. This template gives both buyer and seller a structured, professionally drafted starting point that protects their interests at every stage of the transaction, from signing through post-closing.\u003C/p>\n",1781186011690]