Does not require a Deposit. After the due diligence period, the stock purchase agreement is to be written (see How to Write) and signed amongst the parties. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in [Insert currency]. f. Subject to the dispute resolution mechanism agreed hereinabove, the courts at New Delhi shall have the exclusive jurisdiction to entertain any dispute arising out of this Agreement. The closing shall occur on or before [DATE] (Closing Date) at a time and location agreeable by the Parties. Nothing in this Agreement is intended to confer upon any party, other than the Parties hereto and their successors and assigns, any rights or remedies under or by reason of this Agreement. In some jurisdictions, the contents of this blog may be considered Attorney Advertising. The following is a brief legal guide to key considerations in buying and selling shares of private company stock in liquidity rounds. An affiliate is a person, such as an executive officer, a director or large shareholder, in a relationship of control with the issuer. THIS SHARE PURCHASE AGREEMENT (the Agreement) made and entered into this [Insert date] (the Execution Date), [Insert name] of [Insert address] Therefore, consideration should be given to whether or not the transaction requires a Hart-Scott-Rodino antitrust filing, which involves much effort and a hefty fee. Once the rate of requests has dropped below the threshold for 10 minutes, the user may resume accessing content on SEC.gov. The Seller of the stock must sign this agreement to enter it. Words in the singular mean and include the plural and vice versa. You will be able to modify it. This is known as the due diligence period to ensure that the seller is not misrepresenting any aspect of the business. Whether the company has liability exposure will depend on its involvement and the relevance of any undisclosed information. Entity Mailing Address: [MAILING ADDRESS] VI. All Rights Reserved. 5.3 The Indemnified Person shall send a notice to the Indemnifying Person for any such aforesaid losses, liabilities, damages, judgments, settlements and expenses, fees. Sign a stock purchase letter of intent or place a bid for a stock on a per-share basis. If any dispute arises between the Seller(s) and Purchaser(s)during the subsistence of this Agreement or thereafter, in connection with the validity, interpretation, implementation or alleged breach of any provision of this Agreement (Dispute), each of the said Party shall Endeavour to settle such Dispute amicably. e-Waybill System 2 Factor Authentication, Deregistration & Common Enrollment, Notice to SFT Filers: Extended Filing Period and Helpdesk Support. The Buyer agrees to purchase the Shares for $[AMOUNT] (Purchase Price) from the Seller. Have you filed Equalization Levy annual return yet? This Agreement shall be construed, interpreted, and enforced in accordance with, and shall be governed by, the laws in the State of [STATE] without reference to, and regardless of, any applicable choice or conflicts of laws principals. Words in the neuter gender include the masculine gender and the feminine gender and vice versa. Guide to private company sales and acquisitions This guide provides an overview of the legal process when buying or selling a private company or business. The Buyer has all requisite power, authority, and capacity to enter into this Agreement. If the Seller of the shares discussed in this document is a Business, its legal name as registered with its State of formation or organization should be presented with (if applicable) its suffix of status. It's a good idea to check those documents prior to filling out this one. b.) This Agreement shall be governed and construed in accordance with the laws of India. Free Stock (Shares) Purchase Agreement Template - PDF | Word - eForms If the Buyer neither requires nor wishes this contract to call for a period of due diligence before continuing with this stock purchase, then select the Does Not Require A Due Diligence Period checkbox. The Stock Buyer can only enter this contract through his or her binding signature. For private entities, the buyer requires to have a due diligence period. The document is created before your eyes as you respond to the questions. Rating: Draft Share Purchase Agreement for Private limited Company - Tax Guru NEW YORK, May 25, 2023 (GLOBE NEWSWIRE) -- SunCar Technology Group Inc., a leading provider of digitalized enterprise automotive after-sales services and online auto insurance intermediation . IV. Calendar Days. In other words, the corporation will have been in existence for some time and perhaps stock has already been freely bought and sold for a while. General Partnership (GP) In no event shall Foley or any of its partners, officers, employees, agents or affiliates be liable, directly or indirectly, under any theory of law (contract, tort, negligence or otherwise), to you or anyone else, for any claims, losses or damages, direct, indirect special, incidental, punitive or consequential, resulting from or occasioned by the creation, use of or reliance on this site (including information and other content) or any third party websites or the information, resources or material accessed through any such websites. (17) Requires A Due Diligence Period. 13. This share transfer agreement can also be amended to include . c. In this Agreement unless the context thereof otherwise requires: (i) Reference to the singular includes a reference to plural and vice versa; (ii) Reference to any gender includes a reference to all other genders; (iii) Reference to any statute, rules, ordinances or other Laws shall be deemed to include any amendment, replacement or modification thereof. Any other terms are to be negotiated between the parties, and after signature, the exchange of funds for the shares usually occurs as soon as possible. This document can be used when any party would like to sell their stock in a corporation (or when any party would like to buy stock in a corporation) and needs a written agreement. A. The Seller would not be recognised as an issuer, insider, affiliate, or associate of the Corporation as defined or recognised under applicable securities laws and regulations. c. All actions (statutory or otherwise) on its part necessary for the execution and delivery of this Agreement and for the performance of all of its obligations hereunder have been taken. (26) Stock Sellers Signature. Each Party will without further consideration sign, execute and deliver any document and shall perform any act which may be necessary or desirable to give full effect to this Agreement and each of the transactions contemplated under this Agreement. a. AUTHORITY OF SELLER. This blog is made available by Foley & Lardner LLP (Foley or the Firm) for informational purposes only. c. The Seller is the owner in clear title of the Shares and the Shares are free of any lien, encumbrance, security interests, charges, mortgages, pledges, or adverse claim or other restriction that would prevent the transfer of clear title to the Purchaser. IN WITNESS WHEREOF the Seller and Purchaser have duly affixed their signatures under hand and seal on this [Insert date], Free Share Purchase Agreement Template for Microsoft Word. COUNTERPARTS. It is necessary to establish the manner in which the Stock Seller may submit the payment required to purchase the above stock. IX. The last calendar date when the exchange of the Sellers stock for the Buyers payment may occur should be documented in Section V. (12) Acceptable Method Of Purchase. e. is developed by the receiving Party independently of the Confidential Information received from the disclosing Party. Seller: [SELLERS NAME] with a mailing address of [MAILING ADDRESS] (Seller). Answer a few questions and your document is created automatically. B. To induce the Buyer to enter into and perform its obligations under this Agreement, the Seller hereby represents and warrants to Buyer, and covenants with Buyer, as follows: a.) Pre-emptive right - This gives existing shareholders the right to purchase any new shares the Company may issue before they are offered to third parties. b. Getting the details right will save you legal, accounting, HR, and tax headaches that are imminently avoidable. (14) Amount Of Deposit. (8) Number Or Percent Of Shares. Investments in private companies by way of share purchases from existing shareholders (secondary transactions) raise a unique set of complexities, which are often overlooked. January 12, 2021 Sales of Shares - Do it properly without a lawyer By Vincent Gaemers in Website and eCommerce Whether you are looking to purchase or sell shares in a private company, you will need to go down the administrative road of conducting a sale of shares. Section II requires that the Stock Entity is properly categorized as a means of fully identifying it in this agreement. One such issue is thelegality and effect of combining or stapling (Stapling) assets to shares that are subject to a rightof pre-emption. Rating: All parties to this Agreement warrant and represent that no investment banker or broker or other intermediary has facilitated the transaction contemplated by this Agreement and is entitled to a fee or commission in connection with said transaction. The final calendar date for the submission of the deposit will be defined when a predetermined number of days after the effective date of this agreement have elapsed. Any opinions expressed in this article do not necessarily reflect the views of Foley & Lardner LLP, its partners, or its clients. To allow for equitable access to all users, SEC reserves the right to limit requests originating from undeclared automated tools. All parties agree to pay all their own costs and expenses in connection with this Agreement. At the end, you receive it in Word and PDF formats. The rights, powers, privileges and remedies provided in this Agreement are cumulative and are not exclusive of any rights, powers, privileges or remedies provided by applicable Laws or otherwise. 7. Document the deposit amount required on the blank line attached to the dollar sign. This document can be used if the seller is either the corporation itself or another party that currently owns the stock, but it is mostly used when someone other than the corporation . For more information, please see the SECs Web Site Privacy and Security Policy. The degree to which any transaction will impact the companys 409A valuation depends on the terms of the transaction, the parties identities, the transaction size, and the valuation firms methods. 3. a. You announce that you'd like to sell some stock, find a buyer to take it off your hands, then agree on a price. Sometimes, the Shareholder Agreement or the Corporate Bylaws will restrict how the shares can be sold: for example, they may need to be offered to existing shareholders first or face other conditions. A checklist presenting various types of Entities has been made available for this purpose. Here, questions will be asked about the identities of the parties, the amount of stock the seller is selling, the par value, the sale price, and details of how that price will be paid. The document requires vital information, such as the parties to the transaction, description of the shares, the purchase price (consideration), warranties and representations of the parties, pre-completion, and post-completion requirements. B. This section will allow additional space to be inserted at will and will expect the title of any attachment containing such additional information to be recorded. Are you promoting or detracting from retention? Although the corporation that owns the stock can use this document, normally this type of document is used well after the corporation has already been operating. You will be able to modify it. We reserve the right to block IP addresses that submit excessive requests. The execution, delivery, and performance of this Agreement by the Seller does not, and the consummation of the transaction contemplated hereby will not result in a breach of or default under any agreement to which the Seller is a party by which the Seller is bound. c. There is no legal action or suit pending against any party, to the knowledge of the Purchaser, that would materially affect this Agreement. Time is of the essence. SunCar Technology Group Inc. Announces a $22 Million Private Placement (3) Seller Name And Address. Sale and purchase of shares. As with any transaction involving stock, the parties may have liability for disclosing relevant material and nonpublic information to the other parties (or for failing to make the disclosures!). one Crore Fine on CA Firm & 5 Lakh each on partners, Streamlined Fast Track Merger Process under Section 233 of Companies Act, 2013, Growth of AI and its impact on Indian labor laws, Understanding Employees Provident Funds and Miscellaneous Provisions Act, 1952, Employees Deposit-Linked Insurance Scheme, Statutory Compliance Calendar for June, 2023, Section 194BA TDS on winning from Online Games, Examining Directors Liability under the Negotiable Instruments Act during the Moratorium Period under the Insolvency and Bankruptcy Code (IBC), Amendment in Import Policy Condition 6 (Pet Coke), IRDAI transfers business of Sahara India Life Insurance to SBI Life Insurance, Latest GST Ready Reckoner 2023 by CA Raman Singla Released, Summary of IND AS 110 and IFRS 10 Consolidated Financial Statements, Income Taxes (Ind AS 12, IAS 12) as per Companies (IAS) Amendments Rules 2021), Income Tax Calculation for Senior Citizens: Comprehensive Guide.
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