Sale of All Shares by Sole Shareholder

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This Sale of All Shares by Sole Shareholder is used when a buyer desires to purchase all shares of a corporation. This agreement sets out the exact number of shares and their par value.

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This Sale of All Shares by Sole Shareholder is between a shareholder who owns all shares of a corporation and a Buyer who desires to acquire the corporation's shares of capital stock as well as its customers. This agreement sets forth the number of shares, par value per share, consideration paid for the stock and how the purchase price will be paid (i.e. equal monthly installments with interest). It also sets forth specifics regarding any adjustments that may be made to the purchase price of the shares due to fluctuating revenues of the corporation.

The Agreement also contains provisions regarding how business will be conducted prior to closing, representations and warranties of the both the shareholder and the buyer and obligations of both parties prior to closing. It also includes the date and location of the closing of this transaction.

This Sale of All Shares by Sole Shareholder includes:
  • Parties: Sets out the names of the Seller shareholder, Seller Corporation and Buyer who desires to acquire the stock of seller corporation;
  • Sale of Stock: Seller Shareholder agrees to transfer and assign all outstanding shares of capital stock to Buyer, who then agrees to purchase all shares of Seller Corporation;
  • Consideration: Sets forth the sum which Buyer agrees to pay to Seller Shareholder for capital stock;
  • Conduct of Business: Seller Corporation agrees to conduct business as usual from date of this agreement until closing;
  • Representations and Warranties: Representations and warranties of all parties are set out in specific detail within this agreement;
  • Indemnification: Seller-Shareholder agrees to indemnify the other parties in respect to any liabilities, claims or obligations;
  • Signature: All parties must sign this agreement in the presence of a notary.

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This attorney-prepared packet contains:
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  2. Instructions and Checklist
  3. Sale of All Shares by Sole Shareholder
State Law Compliance: This form complies with the laws of all states
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Sale of All Shares
by Sole Shareholder

 

 

This Agreement was entered into on ______, between ______, a corporation organized and existing under the laws of ______, with its principal place of business at ______, ______, ______  ______, referred to as Seller-Corporation, [names of shareholders for acquired company], of *{{______, ______, ______  ______}}*, referred to as Seller-Shareholder, and ______, a corporation organized and existing under the laws of ______, with its principal place of business at ______, ______, ______  ______, referred to as Buyer.
 
Recitals
 
   A.   SellerShareholder owns all of the outstanding shares of capital stock of Seller-Corporation.
 
   B.   Seller-Corporation is engaged in the business of ______, and its customers include a number of major corporations.
 
   C.   Buyer desires to acquire these customers and in general to expand its ______ business in ______, and, to this end, desires to acquire the shares of capital stock of Seller-Corporation on the terms and conditions set forth in this Agreement.
 
Now, therefore, in consideration of the above, and of the mutual covenants contained in this Agreement and other good and valuable consideration, it is agreed as follows:
 
1.   Sale of Stock
 
On the terms and subject to the conditions set forth in this Agreement, Seller-Shareholder agrees to sell, transfer, assign and deliver to Buyer, and Buyer agrees to purchase, all of the outstanding shares of capital stock of Seller-Corporation, consisting of ______ shares of ______ stock of the par value of $______ per share.
 
2.   Consideration for Stock
 
On the terms and subject to the conditions set forth in this Agreement, Buyer agrees to pay to Seller-Shareholder, as the purchase price of the shares of capital stock of Seller-Corporation, the sum of $______, subject to adjustment in accordance with Section 3 and Section 8.  The purchase price, together with interest on the unpaid balance from the closing date, as defined below, at the rate of ______% per annum, shall be payable in ______ equal ______ installments payable on ______.
 
3.   Adjustment of Purchase Price
 
The purchase price specified in Section 2 shall be adjusted upward or downward following the close of each calendar year up to and including ______ by an amount equal to ______% of the amount by which the revenues from the accounts of Seller-Corporation for the year shall exceed or be less than, respectively, the sum of $______.  However, this adjustment based on revenues from the accounts of Seller-Corporation for any one year, whether upward or downward, shall not exceed the sum of $______.
The adjustment for any such calendar year shall be applied, as of ______ of that year, to increase or reduce, in equal amounts, the installments of the purchase price payable under this Agreement in subsequent years.  Any increase shall bear interest at the rate provided above; any decrease shall cease to bear interest from that date.  However, any reduction for a year prior to ______ shall first be applied to reduce installments other than the final ______ installments payable under this Agreement.
 
4.   Definition of Revenues from Accounts
 
The term "revenues from accounts of Seller-Corporation," as used in this Agreement, shall mean revenues actually received by Seller-Corporation from the customers listed in the attached Exhibit ______, which is incorporated by reference.  These revenues for each year shall be determined as soon as practicable following the end of the year by Buyer in accordance with principles of accounting previously applied by Seller-Corporation.
 
5.   Statement Concerning Revenues
 
Buyer will furnish annually to Seller-Shareholder, within [spelled number of days] (______) days following the close of each calendar year, a statement in the form attached to this Agreement, marked Exhibit ______, and incorporated by reference, showing all revenues received from the customers listed on Exhibit ______, as described in Section 4.  Seller-Shareholder shall have the right, at Seller-Shareholder's own expense, directly or through a representative of Seller-Shareholder's choice, to check the records of Seller-Corporation as well as the records of Buyer at any reasonable time to verify the accuracy of the statement furnished by Buyer.  In the event that the statement furnished by Buyer is found to understate the revenues from the accounts of Seller-Corporation by more than ______%, the cost of the examination will be reimbursed to Seller-Shareholder by Buyer.
 
6.   Conduct of Business Before Closing
 
Seller-Corporation and Seller-Shareholder covenant and agree that, from the date of this Agreement until the date of closing, Seller-Corporation will at all times conduct its business in the usual and ordinary course and will not, without the written consent of Buyer, (a) purchase, sell, or otherwise dispose of any property or services of any kind, other than purchases and sales in the ordinary course of business; (b) mortgage, pledge, create security interests in or otherwise encumber any of its properties or assets; (c) make or incur any capital commitment or expenditure or any unusual or long term commitment; (d) grant any increase in salary or other increased compensation to any of its employees; (e) declare or pay any dividend or make any other distribution to shareholders; (f) reveal to third persons any trade secrets, customer lists, or other confidential or proprietary information, or act otherwise in any manner that may adversely affect its rights, interests, assets, or business; or (g) issue or sell any additional stock or other securities, or grant any rights to subscribe for or to purchase, or any options or warrants for the purchase of, any additional stock or other securities.
 
 
 
7.   Closing
 
The closing of the purchase and sale provided for in this Agreement shall take place at ______, at ______ on ______, or at such other time and place as may be mutually agreed on by the parties, the time and date being referred to in this Agreement as the closing date.  At the closing, Seller-Shareholder shall deliver to Buyer all share certificates, assignments, and other instruments that may be necessary, desirable, or appropriate to transfer and assign to Buyer all of the outstanding shares of Seller-Corporation, all in form and substance satisfactory to counsel for Buyer and with any applicable documentary tax stamps attached.
 
8.   Accounts Receivable of Seller-Corporation
 
In the event that any of the accounts receivable of Seller-Corporation as of the closing date remain uncollected on the expiration of [spelled number of months] (______) months following the closing date, and the total amount of uncollected receivables exceeds $______ plus any reserve for bad debts appearing on the balance sheet referred to in Section 9, Subparagraph (d), the purchase price payable pursuant to Section 2 shall be reduced, effective as of the closing date, by the amount of the excess.  However, if any such accounts receivable are collected thereafter, the amount so collected shall be restored to the purchase price effective on the date of collection.
 
9.   Representations and Warranties of Seller-Shareholder
 
Seller-Shareholder represents and warrants to and agrees with Buyer as follows:
 
(a)   Seller-Corporation is a corporation duly organized, validly existing, and in good standing under the laws of ______, with full corporate power to carry on its business as now being conducted and to own and operate the properties and assets now owned and operated by it.  Seller-Corporation is duly qualified to transact business and in good standing in each jurisdiction where the ownership of its properties or the conduct of its business requires it to be licensed or qualified to do business.  Seller-Corporation has delivered to Buyer a copy of its certificate of incorporation and all amendments to the certificate, certified by the Secretary of State of ______, together with a copy of its bylaws as amended, certified by its secretary.
 
(b)   Seller-Corporation has no subsidiaries.
 
(c)   The authorized capital stock of Seller-Corporation consists of ______ shares of common stock, par value $______ per share, of which ______ shares are issued and outstanding as of the date of this Agreement.  All of the outstanding shares of Seller-Corporation are validly issued, fully paid, and non-assessable.  There are no options, warrants, or other agreements or commitments obligating Seller-Corporation to issue any additional shares of capital stock or other securities.
 
(d)   Seller-Corporation has delivered to Buyer a balance sheet of Seller-Corporation as of ______, together with statements of income and surplus for the [spelled number of years] (______) years then ended.  The financial statements are complete and accurate, have been prepared in accordance with generally accepted principles of accounting consistently applied, and fairly present the financial condition of Seller-Corporation as of ______ and the results of its operations for the [spelled number of years] (______) years then ended.  Seller-Corporation has no liabilities, whether absolute, accrued, contingent, or otherwise, other than (a) liabilities disclosed or adequately provided for on the balance sheet as of ______; (b) liabilities incurred in the ordinary course of business since ______ which, individually and in the aggregate, are not material in amount; and (c) liabilities disclosed in the Schedule referred to in Subparagraph (e) of this section.
 
(e)   Seller-Corporation has delivered to Buyer a complete and accurate schedule, identified by reference to this Subparagraph (e) of this Section, listing all liens, encumbrances, licenses, leases, employment agreements (including any pension, profit sharing, bonus or severance pay commitments), collective bargaining agreements, and other contracts, undertakings, and commitments to which Seller-Corporation is a party or by which it is bound or to which any of its properties are subject.  Seller-Corporation has performed all obligations required to be performed by it under such liens, encumbrances, licenses, leases, contracts, agreements, and other undertakings and commitments and is not in default under any of them.
 
(f)   Seller-Corporation has delivered to Buyer a complete and accurate schedule, identified by reference to this Subparagraph of this Section, listing all equipment, furniture, fixtures, and other physical assets owned by Seller-Corporation as of the date of this Agreement.
 
(g)   Seller-Corporation has delivered to Buyer a complete and accurate schedule, identified by reference to this Subparagraph of this Section, listing any trademark registrations, trademark applications, trade names, copyrights, and licenses owned or held by Seller-Corporation.  Seller-Corporation owns or holds all trademarks, copyrights, licenses, and other rights necessary for the conduct of its business.  The conduct of Seller-Corporation's business does not conflict with or infringe any patent, trademark, trade name, copyright, or other rights of others.  No patents, inventions, trademarks, or other rights that are used, useful, or relate to the business of Seller-Corporation are owned by Seller-Shareholder or by any officer or other employee of Seller-Corporation.
 
(h)   Seller-Corporation has good and marketable title to all properties and assets used in its business, including all properties and assets reflected in the balance sheet as of ______, and all properties and assets acquired by it after that date, subject to no liens, mortgages, pledges, encumbrances, or charges of any kind, except as disclosed in the Schedule referred to in Subparagraph (e) of this Section.  The equipment and other facilities of Seller-Corporation are in good operating condition and repair.
 
(i)   Seller-Corporation has delivered to Buyer a complete and accurate schedule, identified by reference to this Subparagraph of this Section, listing and briefly describing all policies of fire, liability, life, and other insurance maintained by Seller-Corporation.  These policies are in amounts and provide coverages customarily maintained by similar businesses similarly situated and are in full force and effect on the date of this Agreement.
 
(j)   Seller-Corporation has delivered to Buyer complete and accurate Exhibits, identified by reference to this Subparagraph of this Section, listing (a) all employees of Seller-Corporation and their respective rates of compensation, including fringe benefits; and (b) the principal customers of Seller-Corporation and the current fee schedule with those customers, as of ______.
 
Exhibit ______, which is attached and incorporated by reference, constitutes a true and complete list of all of the present customers of Seller-Corporation.
 
All of the employees of Seller-Corporation have received all accrued vacation benefits from Seller-Corporation through ______.
 
(k)   Attached as Exhibit ______, and incorporated by reference, is a list of all bank accounts and safe deposit boxes presently maintained by Seller-Corporation, showing the names of all persons authorized to make withdrawals or sign checks on those accounts or have access to them, and any powers of attorney, presently in effect, granted by Seller-Corporation.
 
(l)   No litigation, proceeding, or controversy is pending against Seller-Corporation before any court or any governmental agency and, to the knowledge of Seller-Shareholder, no such litigation, proceeding, or controversy is threatened or anticipated.  Seller-Corporation has not violated any laws, regulations, or orders applicable to its business or activities, and the conduct of the present business of Seller-Corporation at its present location is in conformity with all zoning and building code requirements.
 
(m)   All accounts receivable of Seller-Corporation shown on its balance sheet as of ______, and all accounts receivable thereafter acquired by it have been collected or are collectible in the amounts at which they are carried on its books, except as contemplated by Section 8.
 
(n)   Since ______, there has been no adverse change in the condition (financial or otherwise), assets, liabilities, capitalization, or business of Seller-Corporation no dividend or other distribution declared, paid, or made on any shares of its capital stock, no direct or indirect redemption, purchase, or other acquisition on any shares of its capital stock, no decrease in its net worth (other than losses incurred in the ordinary course of business not exceeding $______ in the aggregate, assuming a closing date of not later than ______), no damage, destruction, or loss (whether or not covered by insurance) adversely affecting its properties, business or prospects; no increase in the rate of compensation payable or to become payable to any officer or other employee of Seller-Corporation (except as disclosed in the Exhibit referred to in Subparagraph (j) of this Section or approved in writing by Buyer); no significant labor dispute; and no other event or condition which has adversely affected the business of Seller-Corporation.
 
(o)   Since ______, the business of Seller-Corporation has been conducted diligently and in the ordinary course, Seller-Corporation has not sold or transferred any of its property or assets, and no employment or other contracts have been entered into by Seller-Corporation except as disclosed in the Exhibit furnished pursuant to Subparagraph (e) of this Section.
 
(p)   Seller-Corporation has filed all federal, state, and other tax returns that are required to be filed by it and has paid or made provision for the payment of all taxes due pursuant to those returns or pursuant to any assessment that is not being contested.  The provision made for taxes on the balance sheet as of ______ is sufficient for the payment of all accrued and unpaid federal, state, county, municipal, and local tax liabilities of Seller-Corporation for the period then ended and for all years prior to that period.  Federal income tax returns of Seller-Corporation have not been audited by the United States Internal Revenue Service and Seller-Corporation has not waived any statute of limitations governing federal or state income tax claims.
 
(q)   Neither the execution nor the delivery of this Agreement by Seller-Corporation and Seller-Shareholder, nor the performance of any of their respective obligations under this Agreement, will result in a breach or violation of any term or provision of or constitute a default under any indenture, mortgage, or other agreement or instrument to which either of them is a party.
 
(r)   Seller-Shareholder has good title to all shares of capital stock of Seller-Corporation to be sold by Seller-Shareholder, with full right, power, and authority to sell and deliver the shares pursuant to this Agreement.  On delivery of the shares pursuant to this Agreement, Buyer will receive good and marketable title to the shares, free and clear of all liens, encumbrances, restrictions, equities, and any claims.
 
10.   Representations and Warranties of Buyer
 
Buyer represents and warrants to and agrees with Seller-Corporation and Seller-Shareholder as follows:
 
(a)   Buyer is a corporation duly organized, validly existing, and in good standing under the laws of ______.
 
(b)   The execution, delivery, and performance of this Agreement by Buyer has been duly authorized by its Board of Directors, and will not result in any breach of or violate or constitute a default under the articles of incorporation or bylaws of Buyer or any indenture, mortgage, or other agreement or instrument to which it is a party.
 
11.   Conditions to Obligations of Buyer
 
The obligations of Buyer under this Agreement are subject to the fulfillment, at or prior to the closing date, of the following conditions:
 
(a)   All representations and warranties of Seller-Shareholder contained in this Agreement and in any certificate or other instrument delivered pursuant to the provisions of this Agreement, or in connection with the transactions contemplated by this Agreement, shall be true on the closing date with the same force and effect as though the representations and warranties had been made on the closing date.
 
(b)   Seller-Corporation and Seller-Shareholder shall have performed and complied with all the terms, covenants, and conditions of this Agreement to be performed or complied with by them, respectively, on or before the closing date.
 
(c)   Seller-Shareholder shall have delivered to Buyer a certificate, dated as of the closing date, certifying such detail as Buyer may reasonably request as to the fulfillment of the conditions specified in this Section.
 
(d)   There shall have been delivered to Buyer an opinion, dated as of the closing date, of ______, counsel for Seller-Shareholder, satisfactory in form and substance to counsel for Buyer, to the effect that: (a) Seller-Corporation is a corporation duly organized, validly existing, and in good standing under the laws of ______, with full corporate power and authority to carry on its business as now being conducted; (b) all corporate proceedings of Seller-Corporation necessary to authorize the transaction contemplated hereby have been duly taken; (c) Seller-Corporation is duly qualified to do business and in good standing in each jurisdiction where the ownership of its properties or the conduct of its business requires such qualification; (d) this Agreement has been duly executed and delivered by Seller-Corporation and Seller-Shareholder and constitutes the legal, valid, and binding obligations of Seller-Corporation and Seller-Shareholder in accordance with its terms; (e) all assignments and other documents necessary to effect the transfer and assignment of all outstanding shares of capital stock of Seller-Corporation to Buyer as contemplated by this Agreement have been duly executed and delivered and are adequate to transfer and assign the shares to Buyer; (f) so far as is known to counsel, Seller-Corporation has good and unencumbered title to its assets and properties, except as set forth in the Schedule referred to in Subparagraph (e) of Section 9; (g) counsel is not aware of any litigation, proceeding, or controversy pending or threatened against Seller-Corporation; and (h) neither the execution nor the performance of this Agreement will violate any applicable law of any jurisdiction, or any order, judgment, or decree of any court or governmental agency, or any agreement, indenture, mortgage or other instrument known to counsel.
 
(e)   The financial statements of Seller-Corporation as of ______, and for the year then ended, referred to in Subparagraph (d) of Section 9, shall have been reviewed by ______, of ______, and that firm shall have advised Buyer that its review has revealed no adverse change in the financial condition or operations of Seller-Corporation from that reflected in the financial statements referred to in Subparagraph (d) of Section 9, other than losses from normal operations permitted by Subparagraph (n) of Section 9.
 
(f)   No damage, destruction, or loss (whether or not covered by insurance), and no other event or condition materially and adversely affecting the properties, business, or prospects of Seller-Corporation shall have occurred.
 
The conditions contained in this Section are included in this Agreement for the benefit of Buyer and, without constituting a waiver of any of its rights under this Agreement, may be waived, in whole or in part, by Buyer.
 
12.   Conditions to Obligations of Shareholder
 
The obligations of Seller-Shareholder under this Agreement are subject to the fulfillment, on or before the closing date, of the following conditions:
 
(a)   All representations and warranties of Buyer contained in this Agreement, and in any certificate or other instrument delivered pursuant to the provisions of this Agreement, or in connection with the transactions contemplated by this Agreement, shall be true on the closing date with the same force and effect as though the representations and warranties had been made on the closing date.
 
(b)   Buyer shall have performed and complied with all the terms, covenants, and conditions of this Agreement to be performed or complied with by it on or before the closing date.
 
The conditions contained in this Section are included for the benefit of Seller-Shareholder and, without constituting a waiver of any of Seller-Shareholder's rights under this Agreement, may be waived, in whole or in part, by Seller-Shareholder.
 
13.   Indemnification
 
Seller-Shareholder hereby agrees to indemnify Seller-Corporation and Buyer against and in respect of any and all liabilities or obligations of or claims against Seller-Corporation of any nature, whether accrued, absolute, contingent, or otherwise, existing or asserted to exist as of the closing date to the extent the liability, obligation, or claim is not disclosed on or reserved against in full on the balance sheet of Seller-Corporation as of ______, referred to in Subparagraph (d) of Section 9; is not incurred in the ordinary course of business by Seller-Corporation subsequent to ______; and is not disclosed in the Schedule referred to in Subparagraph (e) of Section 9, including any vacation benefit claims that employees of Seller-Corporation may have based on services performed on or before ______; and any and all losses, damages, costs, and expenses incurred by Seller-Corporation or Buyer in defending against any of those matters or by reason of any breach of any of the representations and warranties of Seller-Shareholder made in this Agreement or in any certificate or other instrument delivered pursuant to this Stock Purchase Agreement.
 
14.   Expenses
 
Each of the parties to this Agreement shall bear the party's own expenses in connection with the transactions contemplated by this Agreement, except that the fees and charges of ______ for the review of financial statements of Seller-Corporation as described in Subparagraph (e) of Section 11 shall be paid by _______________________.
 
 
15.   Brokers
 
Seller-Shareholder agrees to indemnify Buyer from any claim for compensation by any person, firm, or company claiming to have been requested, authorized, or employed by Seller-Corporation or Seller-Shareholder, or either of them, to act as finder, broker, or agent in connection with the subject matter of this Agreement or negotiations leading to the Agreement.
 
Buyer agrees to indemnify Seller-Shareholder from any claim for compensation by any person, firm, or company claiming to have been requested, authorized, or employed by it, to act as finder, broker, or agent in connection with the subject matter of this Agreement or negotiations leading to the Agreement.
 
16.   Survival of Warranties
 
The warranties, representations, and covenants set forth in this Agreement shall continue in full force and effect and shall survive the closing.
 
17.   Notices
 
Any notice or other communication or payment required or permitted to be given or made under this Agreement shall be deemed to be properly given or made if deposited in the United States mail, registered and postage prepaid, return receipt requested, addressed to Seller-Corporation at ______, ______, ______  ______, Seller-Shareholder at ______, ______, ______  ______, or to Buyer at ______, ______, ______  ______.
 
18.   Choice of Law
 
This Agreement shall be construed according to the laws of ______.
 
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
 
SELLER-CORPORATION:
 
[Sig Block Party 1]
[Notary Party 1]
 
SELLER-SHAREHOLDER:
*{{
[Signature of Shareholders of Acquired Company]
[Notary for Shareholders of Acquired Company]
}}*
 
BUYER:
[Sig Block Party 2]
[Notary Party 2]
Number of Pages13
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#43636
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Sale of All Shares
by Sole Shareholder

 

 

This Agreement was entered into on ______, between ______, a corporation organized and existing under the laws of ______, with its principal place of business at ______, ______, ______  ______, referred to as Seller-Corporation, [names of shareholders for acquired company], of *{{______, ______, ______  ______}}*, referred to as Seller-Shareholder, and ______, a corporation organized and existing under the laws of ______, with its principal place of business at ______, ______, ______  ______, referred to as Buyer.
 
Recitals
 
   A.   SellerShareholder owns all of the outstanding shares of capital stock of Seller-Corporation.
 
   B.   Seller-Corporation is engaged in the business of ______, and its customers include a number of major corporations.
 
   C.   Buyer desires to acquire these customers and in general to expand its ______ business in ______, and, to this end, desires to acquire the shares of capital stock of Seller-Corporation on the terms and conditions set forth in this Agreement.
 
Now, therefore, in consideration of the above, and of the mutual covenants contained in this Agreement and other good and valuable consideration, it is agreed as follows:
 
1.   Sale of Stock
 
On the terms and subject to the conditions set forth in this Agreement, Seller-Shareholder agrees to sell, transfer, assign and deliver to Buyer, and Buyer agrees to purchase, all of the outstanding shares of capital stock of Seller-Corporation, consisting of ______ shares of ______ stock of the par value of $______ per share.
 
2.   Consideration for Stock
 
On the terms and subject to the conditions set forth in this Agreement, Buyer agrees to pay to Seller-Shareholder, as the purchase price of the shares of capital stock of Seller-Corporation, the sum of $______, subject to adjustment in accordance with Section 3 and Section 8.  The purchase price, together with interest on the unpaid balance from the closing date, as defined below, at the rate of ______% per annum, shall be payable in ______ equal ______ installments payable on ______.
 
3.   Adjustment of Purchase Price
 
The purchase price specified in Section 2 shall be adjusted upward or downward following the close of each calendar year up to and including ______ by an amount equal to ______% of the amount by which the revenues from the accounts of Seller-Corporation for the year shall exceed or be less than, respectively, the sum of $______.  However, this adjustment based on revenues from the accounts of Seller-Corporation for any one year, whether upward or downward, shall not exceed the sum of $______.
The adjustment for any such calendar year shall be applied, as of ______ of that year, to increase or reduce, in equal amounts, the installments of the purchase price payable under this Agreement in subsequent years.  Any increase shall bear interest at the rate provided above; any decrease shall cease to bear interest from that date.  However, any reduction for a year prior to ______ shall first be applied to reduce installments other than the final ______ installments payable under this Agreement.
 
4.   Definition of Revenues from Accounts
 
The term "revenues from accounts of Seller-Corporation," as used in this Agreement, shall mean revenues actually received by Seller-Corporation from the customers listed in the attached Exhibit ______, which is incorporated by reference.  These revenues for each year shall be determined as soon as practicable following the end of the year by Buyer in accordance with principles of accounting previously applied by Seller-Corporation.
 
5.   Statement Concerning Revenues
 
Buyer will furnish annually to Seller-Shareholder, within [spelled number of days] (______) days following the close of each calendar year, a statement in the form attached to this Agreement, marked Exhibit ______, and incorporated by reference, showing all revenues received from the customers listed on Exhibit ______, as described in Section 4.  Seller-Shareholder shall have the right, at Seller-Shareholder's own expense, directly or through a representative of Seller-Shareholder's choice, to check the records of Seller-Corporation as well as the records of Buyer at any reasonable time to verify the accuracy of the statement furnished by Buyer.  In the event that the statement furnished by Buyer is found to understate the revenues from the accounts of Seller-Corporation by more than ______%, the cost of the examination will be reimbursed to Seller-Shareholder by Buyer.
 
6.   Conduct of Business Before Closing
 
Seller-Corporation and Seller-Shareholder covenant and agree that, from the date of this Agreement until the date of closing, Seller-Corporation will at all times conduct its business in the usual and ordinary course and will not, without the written consent of Buyer, (a) purchase, sell, or otherwise dispose of any property or services of any kind, other than purchases and sales in the ordinary course of business; (b) mortgage, pledge, create security interests in or otherwise encumber any of its properties or assets; (c) make or incur any capital commitment or expenditure or any unusual or long term commitment; (d) grant any increase in salary or other increased compensation to any of its employees; (e) declare or pay any dividend or make any other distribution to shareholders; (f) reveal to third persons any trade secrets, customer lists, or other confidential or proprietary information, or act otherwise in any manner that may adversely affect its rights, interests, assets, or business; or (g) issue or sell any additional stock or other securities, or grant any rights to subscribe for or to purchase, or any options or warrants for the purchase of, any additional stock or other securities.
 
 
 
7.   Closing
 
The closing of the purchase and sale provided for in this Agreement shall take place at ______, at ______ on ______, or at such other time and place as may be mutually agreed on by the parties, the time and date being referred to in this Agreement as the closing date.  At the closing, Seller-Shareholder shall deliver to Buyer all share certificates, assignments, and other instruments that may be necessary, desirable, or appropriate to transfer and assign to Buyer all of the outstanding shares of Seller-Corporation, all in form and substance satisfactory to counsel for Buyer and with any applicable documentary tax stamps attached.
 
8.   Accounts Receivable of Seller-Corporation
 
In the event that any of the accounts receivable of Seller-Corporation as of the closing date remain uncollected on the expiration of [spelled number of months] (______) months following the closing date, and the total amount of uncollected receivables exceeds $______ plus any reserve for bad debts appearing on the balance sheet referred to in Section 9, Subparagraph (d), the purchase price payable pursuant to Section 2 shall be reduced, effective as of the closing date, by the amount of the excess.  However, if any such accounts receivable are collected thereafter, the amount so collected shall be restored to the purchase price effective on the date of collection.
 
9.   Representations and Warranties of Seller-Shareholder
 
Seller-Shareholder represents and warrants to and agrees with Buyer as follows:
 
(a)   Seller-Corporation is a corporation duly organized, validly existing, and in good standing under the laws of ______, with full corporate power to carry on its business as now being conducted and to own and operate the properties and assets now owned and operated by it.  Seller-Corporation is duly qualified to transact business and in good standing in each jurisdiction where the ownership of its properties or the conduct of its business requires it to be licensed or qualified to do business.  Seller-Corporation has delivered to Buyer a copy of its certificate of incorporation and all amendments to the certificate, certified by the Secretary of State of ______, together with a copy of its bylaws as amended, certified by its secretary.
 
(b)   Seller-Corporation has no subsidiaries.
 
(c)   The authorized capital stock of Seller-Corporation consists of ______ shares of common stock, par value $______ per share, of which ______ shares are issued and outstanding as of the date of this Agreement.  All of the outstanding shares of Seller-Corporation are validly issued, fully paid, and non-assessable.  There are no options, warrants, or other agreements or commitments obligating Seller-Corporation to issue any additional shares of capital stock or other securities.
 
(d)   Seller-Corporation has delivered to Buyer a balance sheet of Seller-Corporation as of ______, together with statements of income and surplus for the [spelled number of years] (______) years then ended.  The financial statements are complete and accurate, have been prepared in accordance with generally accepted principles of accounting consistently applied, and fairly present the financial condition of Seller-Corporation as of ______ and the results of its operations for the [spelled number of years] (______) years then ended.  Seller-Corporation has no liabilities, whether absolute, accrued, contingent, or otherwise, other than (a) liabilities disclosed or adequately provided for on the balance sheet as of ______; (b) liabilities incurred in the ordinary course of business since ______ which, individually and in the aggregate, are not material in amount; and (c) liabilities disclosed in the Schedule referred to in Subparagraph (e) of this section.
 
(e)   Seller-Corporation has delivered to Buyer a complete and accurate schedule, identified by reference to this Subparagraph (e) of this Section, listing all liens, encumbrances, licenses, leases, employment agreements (including any pension, profit sharing, bonus or severance pay commitments), collective bargaining agreements, and other contracts, undertakings, and commitments to which Seller-Corporation is a party or by which it is bound or to which any of its properties are subject.  Seller-Corporation has performed all obligations required to be performed by it under such liens, encumbrances, licenses, leases, contracts, agreements, and other undertakings and commitments and is not in default under any of them.
 
(f)   Seller-Corporation has delivered to Buyer a complete and accurate schedule, identified by reference to this Subparagraph of this Section, listing all equipment, furniture, fixtures, and other physical assets owned by Seller-Corporation as of the date of this Agreement.
 
(g)   Seller-Corporation has delivered to Buyer a complete and accurate schedule, identified by reference to this Subparagraph of this Section, listing any trademark registrations, trademark applications, trade names, copyrights, and licenses owned or held by Seller-Corporation.  Seller-Corporation owns or holds all trademarks, copyrights, licenses, and other rights necessary for the conduct of its business.  The conduct of Seller-Corporation's business does not conflict with or infringe any patent, trademark, trade name, copyright, or other rights of others.  No patents, inventions, trademarks, or other rights that are used, useful, or relate to the business of Seller-Corporation are owned by Seller-Shareholder or by any officer or other employee of Seller-Corporation.
 
(h)   Seller-Corporation has good and marketable title to all properties and assets used in its business, including all properties and assets reflected in the balance sheet as of ______, and all properties and assets acquired by it after that date, subject to no liens, mortgages, pledges, encumbrances, or charges of any kind, except as disclosed in the Schedule referred to in Subparagraph (e) of this Section.  The equipment and other facilities of Seller-Corporation are in good operating condition and repair.
 
(i)   Seller-Corporation has delivered to Buyer a complete and accurate schedule, identified by reference to this Subparagraph of this Section, listing and briefly describing all policies of fire, liability, life, and other insurance maintained by Seller-Corporation.  These policies are in amounts and provide coverages customarily maintained by similar businesses similarly situated and are in full force and effect on the date of this Agreement.
 
(j)   Seller-Corporation has delivered to Buyer complete and accurate Exhibits, identified by reference to this Subparagraph of this Section, listing (a) all employees of Seller-Corporation and their respective rates of compensation, including fringe benefits; and (b) the principal customers of Seller-Corporation and the current fee schedule with those customers, as of ______.
 
Exhibit ______, which is attached and incorporated by reference, constitutes a true and complete list of all of the present customers of Seller-Corporation.
 
All of the employees of Seller-Corporation have received all accrued vacation benefits from Seller-Corporation through ______.
 
(k)   Attached as Exhibit ______, and incorporated by reference, is a list of all bank accounts and safe deposit boxes presently maintained by Seller-Corporation, showing the names of all persons authorized to make withdrawals or sign checks on those accounts or have access to them, and any powers of attorney, presently in effect, granted by Seller-Corporation.
 
(l)   No litigation, proceeding, or controversy is pending against Seller-Corporation before any court or any governmental agency and, to the knowledge of Seller-Shareholder, no such litigation, proceeding, or controversy is threatened or anticipated.  Seller-Corporation has not violated any laws, regulations, or orders applicable to its business or activities, and the conduct of the present business of Seller-Corporation at its present location is in conformity with all zoning and building code requirements.
 
(m)   All accounts receivable of Seller-Corporation shown on its balance sheet as of ______, and all accounts receivable thereafter acquired by it have been collected or are collectible in the amounts at which they are carried on its books, except as contemplated by Section 8.
 
(n)   Since ______, there has been no adverse change in the condition (financial or otherwise), assets, liabilities, capitalization, or business of Seller-Corporation no dividend or other distribution declared, paid, or made on any shares of its capital stock, no direct or indirect redemption, purchase, or other acquisition on any shares of its capital stock, no decrease in its net worth (other than losses incurred in the ordinary course of business not exceeding $______ in the aggregate, assuming a closing date of not later than ______), no damage, destruction, or loss (whether or not covered by insurance) adversely affecting its properties, business or prospects; no increase in the rate of compensation payable or to become payable to any officer or other employee of Seller-Corporation (except as disclosed in the Exhibit referred to in Subparagraph (j) of this Section or approved in writing by Buyer); no significant labor dispute; and no other event or condition which has adversely affected the business of Seller-Corporation.
 
(o)   Since ______, the business of Seller-Corporation has been conducted diligently and in the ordinary course, Seller-Corporation has not sold or transferred any of its property or assets, and no employment or other contracts have been entered into by Seller-Corporation except as disclosed in the Exhibit furnished pursuant to Subparagraph (e) of this Section.
 
(p)   Seller-Corporation has filed all federal, state, and other tax returns that are required to be filed by it and has paid or made provision for the payment of all taxes due pursuant to those returns or pursuant to any assessment that is not being contested.  The provision made for taxes on the balance sheet as of ______ is sufficient for the payment of all accrued and unpaid federal, state, county, municipal, and local tax liabilities of Seller-Corporation for the period then ended and for all years prior to that period.  Federal income tax returns of Seller-Corporation have not been audited by the United States Internal Revenue Service and Seller-Corporation has not waived any statute of limitations governing federal or state income tax claims.
 
(q)   Neither the execution nor the delivery of this Agreement by Seller-Corporation and Seller-Shareholder, nor the performance of any of their respective obligations under this Agreement, will result in a breach or violation of any term or provision of or constitute a default under any indenture, mortgage, or other agreement or instrument to which either of them is a party.
 
(r)   Seller-Shareholder has good title to all shares of capital stock of Seller-Corporation to be sold by Seller-Shareholder, with full right, power, and authority to sell and deliver the shares pursuant to this Agreement.  On delivery of the shares pursuant to this Agreement, Buyer will receive good and marketable title to the shares, free and clear of all liens, encumbrances, restrictions, equities, and any claims.
 
10.   Representations and Warranties of Buyer
 
Buyer represents and warrants to and agrees with Seller-Corporation and Seller-Shareholder as follows:
 
(a)   Buyer is a corporation duly organized, validly existing, and in good standing under the laws of ______.
 
(b)   The execution, delivery, and performance of this Agreement by Buyer has been duly authorized by its Board of Directors, and will not result in any breach of or violate or constitute a default under the articles of incorporation or bylaws of Buyer or any indenture, mortgage, or other agreement or instrument to which it is a party.
 
11.   Conditions to Obligations of Buyer
 
The obligations of Buyer under this Agreement are subject to the fulfillment, at or prior to the closing date, of the following conditions:
 
(a)   All representations and warranties of Seller-Shareholder contained in this Agreement and in any certificate or other instrument delivered pursuant to the provisions of this Agreement, or in connection with the transactions contemplated by this Agreement, shall be true on the closing date with the same force and effect as though the representations and warranties had been made on the closing date.
 
(b)   Seller-Corporation and Seller-Shareholder shall have performed and complied with all the terms, covenants, and conditions of this Agreement to be performed or complied with by them, respectively, on or before the closing date.
 
(c)   Seller-Shareholder shall have delivered to Buyer a certificate, dated as of the closing date, certifying such detail as Buyer may reasonably request as to the fulfillment of the conditions specified in this Section.
 
(d)   There shall have been delivered to Buyer an opinion, dated as of the closing date, of ______, counsel for Seller-Shareholder, satisfactory in form and substance to counsel for Buyer, to the effect that: (a) Seller-Corporation is a corporation duly organized, validly existing, and in good standing under the laws of ______, with full corporate power and authority to carry on its business as now being conducted; (b) all corporate proceedings of Seller-Corporation necessary to authorize the transaction contemplated hereby have been duly taken; (c) Seller-Corporation is duly qualified to do business and in good standing in each jurisdiction where the ownership of its properties or the conduct of its business requires such qualification; (d) this Agreement has been duly executed and delivered by Seller-Corporation and Seller-Shareholder and constitutes the legal, valid, and binding obligations of Seller-Corporation and Seller-Shareholder in accordance with its terms; (e) all assignments and other documents necessary to effect the transfer and assignment of all outstanding shares of capital stock of Seller-Corporation to Buyer as contemplated by this Agreement have been duly executed and delivered and are adequate to transfer and assign the shares to Buyer; (f) so far as is known to counsel, Seller-Corporation has good and unencumbered title to its assets and properties, except as set forth in the Schedule referred to in Subparagraph (e) of Section 9; (g) counsel is not aware of any litigation, proceeding, or controversy pending or threatened against Seller-Corporation; and (h) neither the execution nor the performance of this Agreement will violate any applicable law of any jurisdiction, or any order, judgment, or decree of any court or governmental agency, or any agreement, indenture, mortgage or other instrument known to counsel.
 
(e)   The financial statements of Seller-Corporation as of ______, and for the year then ended, referred to in Subparagraph (d) of Section 9, shall have been reviewed by ______, of ______, and that firm shall have advised Buyer that its review has revealed no adverse change in the financial condition or operations of Seller-Corporation from that reflected in the financial statements referred to in Subparagraph (d) of Section 9, other than losses from normal operations permitted by Subparagraph (n) of Section 9.
 
(f)   No damage, destruction, or loss (whether or not covered by insurance), and no other event or condition materially and adversely affecting the properties, business, or prospects of Seller-Corporation shall have occurred.
 
The conditions contained in this Section are included in this Agreement for the benefit of Buyer and, without constituting a waiver of any of its rights under this Agreement, may be waived, in whole or in part, by Buyer.
 
12.   Conditions to Obligations of Shareholder
 
The obligations of Seller-Shareholder under this Agreement are subject to the fulfillment, on or before the closing date, of the following conditions:
 
(a)   All representations and warranties of Buyer contained in this Agreement, and in any certificate or other instrument delivered pursuant to the provisions of this Agreement, or in connection with the transactions contemplated by this Agreement, shall be true on the closing date with the same force and effect as though the representations and warranties had been made on the closing date.
 
(b)   Buyer shall have performed and complied with all the terms, covenants, and conditions of this Agreement to be performed or complied with by it on or before the closing date.
 
The conditions contained in this Section are included for the benefit of Seller-Shareholder and, without constituting a waiver of any of Seller-Shareholder's rights under this Agreement, may be waived, in whole or in part, by Seller-Shareholder.
 
13.   Indemnification
 
Seller-Shareholder hereby agrees to indemnify Seller-Corporation and Buyer against and in respect of any and all liabilities or obligations of or claims against Seller-Corporation of any nature, whether accrued, absolute, contingent, or otherwise, existing or asserted to exist as of the closing date to the extent the liability, obligation, or claim is not disclosed on or reserved against in full on the balance sheet of Seller-Corporation as of ______, referred to in Subparagraph (d) of Section 9; is not incurred in the ordinary course of business by Seller-Corporation subsequent to ______; and is not disclosed in the Schedule referred to in Subparagraph (e) of Section 9, including any vacation benefit claims that employees of Seller-Corporation may have based on services performed on or before ______; and any and all losses, damages, costs, and expenses incurred by Seller-Corporation or Buyer in defending against any of those matters or by reason of any breach of any of the representations and warranties of Seller-Shareholder made in this Agreement or in any certificate or other instrument delivered pursuant to this Stock Purchase Agreement.
 
14.   Expenses
 
Each of the parties to this Agreement shall bear the party's own expenses in connection with the transactions contemplated by this Agreement, except that the fees and charges of ______ for the review of financial statements of Seller-Corporation as described in Subparagraph (e) of Section 11 shall be paid by _______________________.
 
 
15.   Brokers
 
Seller-Shareholder agrees to indemnify Buyer from any claim for compensation by any person, firm, or company claiming to have been requested, authorized, or employed by Seller-Corporation or Seller-Shareholder, or either of them, to act as finder, broker, or agent in connection with the subject matter of this Agreement or negotiations leading to the Agreement.
 
Buyer agrees to indemnify Seller-Shareholder from any claim for compensation by any person, firm, or company claiming to have been requested, authorized, or employed by it, to act as finder, broker, or agent in connection with the subject matter of this Agreement or negotiations leading to the Agreement.
 
16.   Survival of Warranties
 
The warranties, representations, and covenants set forth in this Agreement shall continue in full force and effect and shall survive the closing.
 
17.   Notices
 
Any notice or other communication or payment required or permitted to be given or made under this Agreement shall be deemed to be properly given or made if deposited in the United States mail, registered and postage prepaid, return receipt requested, addressed to Seller-Corporation at ______, ______, ______  ______, Seller-Shareholder at ______, ______, ______  ______, or to Buyer at ______, ______, ______  ______.
 
18.   Choice of Law
 
This Agreement shall be construed according to the laws of ______.
 
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
 
SELLER-CORPORATION:
 
[Sig Block Party 1]
[Notary Party 1]
 
SELLER-SHAREHOLDER:
*{{
[Signature of Shareholders of Acquired Company]
[Notary for Shareholders of Acquired Company]
}}*
 
BUYER:
[Sig Block Party 2]
[Notary Party 2]

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