Share and Shareholders Loan Purchase Agreement

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This Share and Shareholders Loan Purchase Agreement is between a seller and a buyer who wishes to purchase seller's shares in a corporation as well as a loan which the corporation owes to seller. This document sets forth the specific terms of the agreement including the number of shares, amount of the loan and the purchase price for both.

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This Share and Shareholders Loan Purchase Agreement is between a seller who owns a number of shares in a corporation and a buyer who wishes to purchase these shares along with a shareholder’s loan which the corporation owes to the seller. This form sets out the specifics of this agreement including the number of shares being sold, the amount of the shareholder’s loan owed by the corporation to the seller and the purchase price the buyer is willing to pay for both. It is imperative that this business transaction be written rather than via oral agreement. A written Share and Shareholders Loan Purchase Agreement will prove invaluable in the event there are disagreements or misunderstandings about this purchase.

This Share and Shareholders Loan Purchase Agreement includes the following provisions:
  • Parties: The names and addresses of both the buyer and seller;
  • Shares: The number of shares being sold, the type of share (common, preference, Class A) and the name of the corporation issuing the shares;
  • Shareholders Loan: The amount of the shareholders loan which the corporation owes to the seller;
  • Purchased Shares: The purchase price for both the shares and the amount of the shareholder’s loan owed to seller;
  • Conditions of Closing: Sets forth the specific conditions each party must meet before the closing of this transaction;
  • Signatures: Both buyer and seller must sign this agreement in the presence of witnesses.

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This attorney-prepared packet contains:
  1. General Instructions
  2. Share and Shareholders Loan Purchase Agreement
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.
 
 
Share and Shareholders
Loan Purchase Agreement

 

 

THIS AGREEMENT made as of [Date (ie. July 31, 2002)]
B E T W E E N:
[NAME OF BUYER], of [Address of Buyer]
(the “Buyer”)
- and -
[NAME OF SELLER], of [Address of Seller]
(the “Seller”)
WHEREAS:
(A)   The Seller is the registered and beneficial owner of [Number of Shares Being Sold (ie. 10,000)] of the issued and outstanding [Type of Shares (ie. Common, Preference, Class A, etc.)] shares (the “Purchased Shares”) in the capital stock of [Name of Corporation whose Shares are being Sold] (the “Corporation”);
(B)   The Corporation is indebted to the Seller in the approximate amount of [Amount of Shareholders Loan Owing by Corporation to Seller (ie. $30,000.00)] (the “Shareholders Loan”); and
(C)   the Seller wishes to sell the Purchased Shares and the Shareholders Loan to the Buyer and the Buyer agrees to purchase the Purchased Shares and the Shareholders Loan from the Seller in accordance with the terms and conditions of this Agreement;
NOW THEREFORE in consideration of the recitals, the mutual covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE 1 -    Purchased Shares,Shareholders Loan and Purchase Price
1.1   Subject to the terms and conditions hereof, the Seller agrees to sell to the Buyer and the Buyer agrees to purchase from the Seller the Purchased Shares and the Shareholders Loan.
1.2   The purchase price payable by the Buyer to the Seller for the Purchased Shares shall be [Purchase Price of Shares (ie. $100,000.00)] and shall be payable on closing by certified check.
1.3   The purchase price payable by the Buyer to the Seller for the Shareholders Loan shall be [Amount of Shareholders Loan Owing by Corporation to Seller (ie. $30,000.00)] and shall be payable on closing by certified check.
ARTICLE 2 -    Representations and Warranties
2.1   Each of the Seller and the Principal jointly and severally covenants, represents and warrants as follows and acknowledges that the Buyer is relying upon such covenants, representations and warranties in connection with the purchase by the Buyer of the Purchased Shares and the Shareholders Loan:
(a)   The Purchased Shares represent all of the shares in the capital stock of the Corporation owned by the Seller.
(b)   [Amount of Shareholders Loan Owing by Corporation to Seller (ie. $30,000.00)] was advanced by the Seller to the Corporation in respect of the Shareholders Loan, and the amount of approximately [Amount of Shareholders Loan Owing by Corporation to Seller (ie. $30,000.00)] currently remains outstanding.
(c)   No person, firm or corporation has any agreement or option, or any right or privilege capable of becoming an agreement or option for the purchase from the Seller of any of the Purchased Shares or the Shareholders Loan.
(d)   The Seller is the registered and beneficial owner of the Purchased Shares and the Shareholders Loan, with good and marketable title thereto, free and clear of any pledge, lien, charge, encumbrance or security interest of any kind and the Seller has the power and authority and right to sell the Purchased Shares and the Shareholders Loan in accordance with the terms of this Agreement.
(e)   To the best of the Sellers knowledge and belief, there are no actions, suits, proceedings, investigations or claims now threatened or pending against the Corporation in respect of taxes, governmental charges or assessments, or any matters under discussion with any governmental authority relating to taxes, governmental charges or assessments asserted by any such authority.
2.2   The covenants, representations and warranties of the Seller and the Principal contained in this Agreement and contained in any document or certificate given pursuant hereto shall survive the closing of the purchase and sale of the Purchased Shares herein provided for and, notwithstanding such closing, or any investigation made by or on behalf of the Buyer, shall continue in full force and effect for the benefit of the Buyer for a period of five (5) years following closing of the transaction provided for herein after which time the Seller and the Principal shall be released from all obligations and liabilities hereunder in respect of such representations and warranties except with respect to any claims made by the Buyer in writing prior to the expiration of such period.
ARTICLE 3 -    Conditions of Closing
3.1   The sale and purchase of the Purchased Shares are subject to the following terms and conditions for the exclusive benefit of the Buyer to be fulfilled or performed at or prior to closing:
(a)   The covenants, representations and warranties of the Seller and the Principal contained in Article 2 hereof, shall be true and correct as of the date hereof, and shall be true and correct on and as of closing with the same force and effect as though such covenants, representations and warranties had been made on and as of such date.
(b)   The Principal shall have delivered to the Buyer resignations in his capacity as an officer and director of the Corporation and shall have delivered resignations of any of its nominees.
(c)   The Seller and the Principal, shall have delivered to the Buyer a release, whereby the Seller and the Principal each release the Corporation and the Buyer from all liabilities relating to the Corporation.
ARTICLE 4 -    Indemnification
4.1   The Seller hereby indemnifies and saves harmless the Buyer and the Corporation of and from any loss whatsoever arising out of, under or pursuant to:
(a)   any material loss suffered by the Buyer or the Corporation as a result of any breach or inaccuracy of representation, warranty or covenant contained in this Agreement; and
(b)   all claims, demands, costs and expenses reasonably incurred in respect of the foregoing.
ARTICLE 5 -    Closing Arrangements
5.1   The closing shall take place at 2:00 oclock p.m. on [Closing Date (ie. August 15, 2002)] at the offices of the Buyer.
5.2   Each of the parties hereto will from time to time at the others request and expense and without further consideration, execute and deliver such other instruments of transfer, conveyance and assignment and take such further action as the other may require to more effectively complete any matter provided for herein.
5.3   Any notice, direction or instrument required or permitted to be given to the Seller or the Principal hereunder shall be in writing and may be given by mailing the same postage prepaid or delivering the same addressed to the Seller or the Principal at the address of the Seller and the Principal first above mentioned. Any notice, direction or other instrument required or permitted to be given to the Buyer hereunder shall be in writing and may be given by mailing the same postage prepaid, or delivering the same addressed to the Buyer at the address of the Buyer first above mentioned. Any notice, direction or other instrument aforesaid, if delivered shall be deemed to have been given or made on the date on which it was delivered or it mailed shall be deemed to have been given or made on the third business day following the day on which it was mailed. The Parties may change their addresses for service from time to time by notice given in accordance with the foregoing.
5.4   Time shall be of the essence of this Agreement.
5.5   This Agreement, including the Schedules hereto, constitutes the entire agreement between the parties hereto. There are not and shall not be any verbal statements, representations, warranties, undertakings or agreements between the parties and this Agreement may not be amended or modified in any respect except by written instrument signed by the parties hereto.
5.6   This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of [State (ie. California)].
5.7   This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, legal personal representatives, successors and assigns.
5.8   The parties acknowledge that the recitals herein are true and correct in all material respects.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.
 
 
 
 
Witness
 
[NAME OF BUYER]
 
 
 
 
Witness
 
[NAME OF SELLER]
 
Number of Pages7
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#28855
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.
 
 
Share and Shareholders
Loan Purchase Agreement

 

 

THIS AGREEMENT made as of [Date (ie. July 31, 2002)]
B E T W E E N:
[NAME OF BUYER], of [Address of Buyer]
(the “Buyer”)
- and -
[NAME OF SELLER], of [Address of Seller]
(the “Seller”)
WHEREAS:
(A)   The Seller is the registered and beneficial owner of [Number of Shares Being Sold (ie. 10,000)] of the issued and outstanding [Type of Shares (ie. Common, Preference, Class A, etc.)] shares (the “Purchased Shares”) in the capital stock of [Name of Corporation whose Shares are being Sold] (the “Corporation”);
(B)   The Corporation is indebted to the Seller in the approximate amount of [Amount of Shareholders Loan Owing by Corporation to Seller (ie. $30,000.00)] (the “Shareholders Loan”); and
(C)   the Seller wishes to sell the Purchased Shares and the Shareholders Loan to the Buyer and the Buyer agrees to purchase the Purchased Shares and the Shareholders Loan from the Seller in accordance with the terms and conditions of this Agreement;
NOW THEREFORE in consideration of the recitals, the mutual covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE 1 -    Purchased Shares,Shareholders Loan and Purchase Price
1.1   Subject to the terms and conditions hereof, the Seller agrees to sell to the Buyer and the Buyer agrees to purchase from the Seller the Purchased Shares and the Shareholders Loan.
1.2   The purchase price payable by the Buyer to the Seller for the Purchased Shares shall be [Purchase Price of Shares (ie. $100,000.00)] and shall be payable on closing by certified check.
1.3   The purchase price payable by the Buyer to the Seller for the Shareholders Loan shall be [Amount of Shareholders Loan Owing by Corporation to Seller (ie. $30,000.00)] and shall be payable on closing by certified check.
ARTICLE 2 -    Representations and Warranties
2.1   Each of the Seller and the Principal jointly and severally covenants, represents and warrants as follows and acknowledges that the Buyer is relying upon such covenants, representations and warranties in connection with the purchase by the Buyer of the Purchased Shares and the Shareholders Loan:
(a)   The Purchased Shares represent all of the shares in the capital stock of the Corporation owned by the Seller.
(b)   [Amount of Shareholders Loan Owing by Corporation to Seller (ie. $30,000.00)] was advanced by the Seller to the Corporation in respect of the Shareholders Loan, and the amount of approximately [Amount of Shareholders Loan Owing by Corporation to Seller (ie. $30,000.00)] currently remains outstanding.
(c)   No person, firm or corporation has any agreement or option, or any right or privilege capable of becoming an agreement or option for the purchase from the Seller of any of the Purchased Shares or the Shareholders Loan.
(d)   The Seller is the registered and beneficial owner of the Purchased Shares and the Shareholders Loan, with good and marketable title thereto, free and clear of any pledge, lien, charge, encumbrance or security interest of any kind and the Seller has the power and authority and right to sell the Purchased Shares and the Shareholders Loan in accordance with the terms of this Agreement.
(e)   To the best of the Sellers knowledge and belief, there are no actions, suits, proceedings, investigations or claims now threatened or pending against the Corporation in respect of taxes, governmental charges or assessments, or any matters under discussion with any governmental authority relating to taxes, governmental charges or assessments asserted by any such authority.
2.2   The covenants, representations and warranties of the Seller and the Principal contained in this Agreement and contained in any document or certificate given pursuant hereto shall survive the closing of the purchase and sale of the Purchased Shares herein provided for and, notwithstanding such closing, or any investigation made by or on behalf of the Buyer, shall continue in full force and effect for the benefit of the Buyer for a period of five (5) years following closing of the transaction provided for herein after which time the Seller and the Principal shall be released from all obligations and liabilities hereunder in respect of such representations and warranties except with respect to any claims made by the Buyer in writing prior to the expiration of such period.
ARTICLE 3 -    Conditions of Closing
3.1   The sale and purchase of the Purchased Shares are subject to the following terms and conditions for the exclusive benefit of the Buyer to be fulfilled or performed at or prior to closing:
(a)   The covenants, representations and warranties of the Seller and the Principal contained in Article 2 hereof, shall be true and correct as of the date hereof, and shall be true and correct on and as of closing with the same force and effect as though such covenants, representations and warranties had been made on and as of such date.
(b)   The Principal shall have delivered to the Buyer resignations in his capacity as an officer and director of the Corporation and shall have delivered resignations of any of its nominees.
(c)   The Seller and the Principal, shall have delivered to the Buyer a release, whereby the Seller and the Principal each release the Corporation and the Buyer from all liabilities relating to the Corporation.
ARTICLE 4 -    Indemnification
4.1   The Seller hereby indemnifies and saves harmless the Buyer and the Corporation of and from any loss whatsoever arising out of, under or pursuant to:
(a)   any material loss suffered by the Buyer or the Corporation as a result of any breach or inaccuracy of representation, warranty or covenant contained in this Agreement; and
(b)   all claims, demands, costs and expenses reasonably incurred in respect of the foregoing.
ARTICLE 5 -    Closing Arrangements
5.1   The closing shall take place at 2:00 oclock p.m. on [Closing Date (ie. August 15, 2002)] at the offices of the Buyer.
5.2   Each of the parties hereto will from time to time at the others request and expense and without further consideration, execute and deliver such other instruments of transfer, conveyance and assignment and take such further action as the other may require to more effectively complete any matter provided for herein.
5.3   Any notice, direction or instrument required or permitted to be given to the Seller or the Principal hereunder shall be in writing and may be given by mailing the same postage prepaid or delivering the same addressed to the Seller or the Principal at the address of the Seller and the Principal first above mentioned. Any notice, direction or other instrument required or permitted to be given to the Buyer hereunder shall be in writing and may be given by mailing the same postage prepaid, or delivering the same addressed to the Buyer at the address of the Buyer first above mentioned. Any notice, direction or other instrument aforesaid, if delivered shall be deemed to have been given or made on the date on which it was delivered or it mailed shall be deemed to have been given or made on the third business day following the day on which it was mailed. The Parties may change their addresses for service from time to time by notice given in accordance with the foregoing.
5.4   Time shall be of the essence of this Agreement.
5.5   This Agreement, including the Schedules hereto, constitutes the entire agreement between the parties hereto. There are not and shall not be any verbal statements, representations, warranties, undertakings or agreements between the parties and this Agreement may not be amended or modified in any respect except by written instrument signed by the parties hereto.
5.6   This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of [State (ie. California)].
5.7   This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, legal personal representatives, successors and assigns.
5.8   The parties acknowledge that the recitals herein are true and correct in all material respects.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.
 
 
 
 
Witness
 
[NAME OF BUYER]
 
 
 
 
Witness
 
[NAME OF SELLER]
 

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