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Stock Purchase Agreement Templates - Legal

This document is a stock purchase agreement between a Buyer and Seller. It details the purchase of shares of stock in a company. Key details include the purchase price to be paid for the shares, warranties made by the Seller about the shares and company, conditions that must be met, and procedures for closing the transaction and potential termination.

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46 views4 pages

Stock Purchase Agreement Templates - Legal

This document is a stock purchase agreement between a Buyer and Seller. It details the purchase of shares of stock in a company. Key details include the purchase price to be paid for the shares, warranties made by the Seller about the shares and company, conditions that must be met, and procedures for closing the transaction and potential termination.

Uploaded by

Frenchy First
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd
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STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement, effective on the ___th day of _____________, 202__
(“Effective Date”), is entered into between the Buyer and Seller as follows:

Buyer Details

Buyer Name:
____________________________________________________________________________
Buyer Address:
__________________________________________________________________________
Buyer Entity Type (if not an individual):
_________________________________________________

Seller Details

Seller Name:
___________________________________________________________________________
Seller Address:
_________________________________________________________________________
Seller Entity Type (if not an individual):
________________________________________________

1. Offer and Acceptance. Buyer hereby agrees to purchase from Seller certain corporate shares
of stock, and described hereunder as follows (hereinafter “Shares”):

Company Name: _____________________________


Company Address: ___________________________
State of Incorporation: _______________________

Number of Shares: ___________________________


Purchase Price per Share: ____________________
Class Type of Shares: ________________________

2. Purchase Price. The total purchase price for the Shares is


$_______________________________ (“Purchase Price”).

The said Purchase Price shall be (choose one):


_______________ paid in full on the Closing Date.
_______________ paid in installments as follows:

(describe installment payments)

1) $________________ upon signing of this Agreement.


2) $________________ at the completion of due diligence and inspection.
3) $________________ at the Closing Date.

3. Warranties. The Seller warrants that it is the legal and beneficial owner of the Shares and
agrees to transfer to the Buyer the Shares on the terms and conditions of this Agreement. The
Seller does not provide any other warranties, except the following (Seller to sign on the space for
those applicable):

Warranties

___________ The Shares are free of any liens, charges, or encumbrances.


___________ All required validation, approval, or authorization on the Seller’s end for the
transfer of the Shares have been executed and obtained.
___________ No person has any preemptive rights or rights of first refusal with respect to any of
the Shares.
___________ The execution and performance of the Seller of the sale will not violate any laws
or regulations.
___________ There are no outstanding rights, options, warrants, calls, commitments, or any
other Agreements of any character, whether oral or written, with respect to the Shares.
___________ The Shares are in good status, and in compliance with relevant laws and
regulations.
___________ No incidents or conditions exist prior to Closing which may adversely affect the
standing or condition of the Shares.
___________ There exists no voting Agreement, voting trust, or outstanding proxy with respect
to any of the Shares.
___________ Seller has not concealed nor withheld any material information concerning the
Shares, or any information which may impact the Buyer’s evaluation of the Shares.

Claim/Litigation Warranties

_________All of the Shares are not the subject of any governmental or regulatory investigation.
_________All of the Shares are not the subject of any arbitration or litigation proceedings.
_________There are no claims or threatened claims from third parties against all the Shares.

The Buyer warrants that it has obtained all required validation, approval, or authorization
(including corporate approvals where applicable) on its end for the Buyer’s purchase of the
Shares, and that the Buyer’s execution and performance of this Agreement will not violate any
laws or regulations. Buyer understands the specific risks related to the purchase of the Shares,
especially as it relates to the financial performance of the Company.

4. Closing Date. The Closing shall take place at _______________ A.M./PM. on the __th day of
__________, 202_ at ______________________ (“Closing Date”).
5. Pre-Closing Conduct. Until Closing, the Seller must in good faith carry on with the regular
maintenance, rights, or obligations associated with its Shares, and ensure that the Shares shall not
materially change, nor shall the Seller sell or encumber the Shares to parties other than the
Buyer, or enter into any transaction which would adversely and materially affect the condition of
the Shares.

6. Condition Precedents. The Parties Agree that this Agreement is conditional upon:

1. The Buyer being afforded the opportunity to reasonably conduct due diligence, with
cooperation of the Seller concerning the Shares, including inspecting related
documentation prior to the Closing Date;
2. The Seller’s compliance with all warranties stated herein;
3. The Seller’s compliance with all pre-closing conduct stated herein.

7. Closing. Closing, subject to fulfillment of all Condition Precedents and Seller’s Warranties,
must take place on the Closing Date at the agreed upon location and time between the Buyer and
the Seller, and as described under this section (“Closing”). The Buyer and the Seller agree to
execute all documents necessary to conclude the transfer of the Shares to the Buyer. The Seller
shall bring the stock certificates of the Shares, the Company’s articles of incorporation, by-laws,
and shareholders agreement (where existing), and such other documents or certificates as shall be
reasonably required by Buyer in order to close and consummate this Agreement. The Buyer shall
pay the Purchase Price in accordance with the terms of this Agreement.

8. Termination. The Buyer may terminate or void this Agreement if any Condition Precedent is
not satisfied, or if there is a violation in any of the Seller’s Warranties. Upon the Buyer sending a
notice of its claim in writing to the Seller based on this paragraph, the Seller shall return to the
Buyer any Purchase Price paid.

The Seller may terminate this Agreement if, without any stated justifiable reason or that is
permitted under this Agreement, the Buyer delays in the payment of the Purchase Price or if the
Buyer has breached any of its warranties.

The remedies mentioned above shall be in addition to the rights of the innocent party to seek
compensation or damages.

9. Taxes. Taxes related to this transaction shall be paid by the ___________ Seller
______________ Buyer (choose one).

10. Governing Law and Dispute Resolution. This Agreement shall be governed and interpreted
in accordance with the laws of the State of ________________(Governing State), and all
disputes arising from this Agreement shall be commenced within the Courts of the same State.

11. Assignment. The Seller or the Buyer shall not assign its rights and obligations under this
Agreement without the consent of the other.
12. Severability. If any provision of this Agreement is held to be illegal, invalid or
unenforceable under any present or future law, then the remaining provisions of this Agreement
shall remain in full force and effect, and the said offending provisions shall be deemed
automatically modified, limited, or increased as may be necessary in order to remove the said
illegality, invalidity, or unenforceability.

_______________________
Seller Signature
_______________________
Printed Name
_______________________
Date
_______________________
Buyer Signature
_______________________
Printed Name
_______________________
Date

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