SHARE PURCHASE AGREEMENT
This SHARE PURCHASE AGREEMENT (“Agreement”) is entered into on [DATE] by and between [NAME] of address [ADDRESS] (herein the ‘‘purchaser’’) and [NAME] of address [ADDRESS] (herein the ‘‘Seller’’), collectively to be referred as (‘‘Parties in the Agreement.’’)
WHEREAS the Seller owns 100% of the shares in the capital stock of the [NAME OF COMPANY] (herein ‘‘the Company’’) of address [ADDRESS]
WHEREAS the Purchaser desires to purchase 50% of the said shares and become a partner of the Company;
NOW, THEREFORE, in consideration of the premises, and of the mutual promises and undertakings herein contained, the parties, intending to be legally bound, do agree as follows:
- THE PURCHASE
The Buyer intends to buy 50% of the shares owned by the seller.
The buyer has a buyout option 8 months after this agreement has been executed.
The purchase price of 50% of the Seller’s share shall be $_________________.
The payment shall be made through E- transfer or via cheque as deemed convenient by both parties.
- CLOSING OF THE AGREEMENT
The closing as per this Agreement shall occur in Ontario, Canada on [DATE]. The certificates and any other evidence representing the sale shall be duly endorsed.
- REPRESENTATIONS AND WARRANTIES OF SELLER
Seller hereby warrants and represents that:
- The Seller is the legal owner of the shares;
- The Seller has complete authority to transfer and sell the shares mentioned in this Agreement.
- To the Seller’s knowledge, the Company is valid and duly registered under the appropriate law and has the lawful authority to function and own and operate the assets and property so as to carry on its business.
- SEVERABILITY
It is agreed by the parties that in any event where a part or parts of this Agreement be held unenforceable for any reason, foreseeable or unforeseeable, the remaining provisions of the Agreement shall continue in full force and effect. If any provision of this Agreement is deemed unenforceable or invalid by a competent court and if limiting such a provision would make the same valid, then such provision shall be deemed to be construed as so limited
- BINDING EFFECT
The covenants and conditions of the Agreement shall bind the parties and the heirs, legal representatives, successors, agents and permitted assigns of the Parties.
- ENTIRE AGREEMENT
This Agreement contains between the parties with respect to the transactions shall supersede all prior negotiations, agreements and understandings, if any.
- MODIFICATIONS AND AMENDMENTS
This Agreement may be modified or amended, but only in writing and must be signed by both the Parties to become valid.
- GOVERNING LAW
This Agreement shall be deemed to have been made, executed, and delivered in Canada and shall be construed per the laws of Canada.
- DISPUTES
Any disputes that may arise as a result of this agreement shall be solved through meditation. If both parties fail to reach an amicable solution, the parties may proceed to any court of competent jurisdiction.
- NOTICE
Any notice given in pursuant to this Agreement shall be in writing and be delivered at the above mentioned addresses of the Parties.
IN WITNESS WHEREOF, the parties upon complete understanding of the Agreement and giving the consent to the same, have caused this Agreement to be executed on [DATE}
Purchaser:
(Name):
(Position): BUYER
(Signature):
Seller:
(Name):
(Position): SELLER
(Signature):
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