SHARE SALE AND PURCHASE AGREEMENT
THIS OFFER FOR THE PURCHASE OF SHARES is made on __ (enter the
date) BETWEEN ( hereinafter referred to as the “Seller”) having address at
___(enter Seller Address) AND ______( hereinafter referred to as
the “Buyer), having his address at_______________(enter Buyer Address). The Parties agree to
be bound as follows:
- DEFINITIONS
“Agreement” means this Share Sale and Purchase Agreement.
“Authorization” means any consent, registration, filling agreement, certificate license, approval,
permit, authority or exemption from, by or with, any authority and all corporate, creditors and
shareholders approvals or consent.
“Business” means the business of the Company as specified in the Company’s articles
“Business Day” means a day other than Saturday, Sunday or public holiday on which banks are
open for general business
“Completion” means the process of completing the sale and purchase of the Shares in
accordance with the terms and conditions of this Agreement.
“Completion Date” means the date by which all the requirement for completion have been
fulfilled.
“Encumbrance” means any mortgage, charge (whether fixed or floating), pledge lien option,
right of retention of title or any other form of security interest or any obligation (including any
conditional obligation) to create any of the same.
“Purchase Price” means the total sum to be paid by the Buyer in exchange for the Shares
“Full Title Guarantee” means the Company’s right to allot Shares with good title and free form
any Encumbrance.
“Material Adverse Change” means any change that may adversely affect:
I. The ability of the Seller to perform its obligations under this Agreement
And
II. The Validity and enforceability of the Agreement.
“Shares” means ordinary shares at ______ each shall be sold and transferred to
the Buyer pursuant to the terms of this Agreement.
“Transaction” means the purchase of the shares by the Buyer. - SALE AND PURCHASE OF SHARES
a. Subject to the terms of this Agreement, the Seller hereby agrees to sell his shares in Boaz
Bikes a micro-mobility Company incorporated under the laws of ___________to the
Buyer
b. The Seller Undertakes that the Buyer purchases the Shares free from all Encumbrances
and with all rights, titles and beneficial interest attaching or accruing on the Shares,
including any dividend contributions shall unconditionally become the property of the
Buyer from the Completion Date. - THE PURCHASE PRICE
The Purchase Price for the sale of the Shares shall be $ 2,000. - TERMS OF PAYMENT AND POSSESSION
The Buyer will make payment in 4 instalments at $ 500 each. - CONDITION PRECEDENT
The completion of this Agreement and the purchase of the Shares by the Buyer are conditional
upon the fulfillment of the following:
i. This Agreement and any other agreement entered into by the Parties in connection with
the share sale and purchase have been duly executed by all the Parties;
ii. The Warranties and Representations are true and correct - COMPLETION
a. The Agreement will be closed on _____
b. The Closing will be held at the following place:___
c. The sale and purchase shall be completed when:
i. The condition precedents to the transfer of the ownership have been satisfied in
full or waived by mutual agreement,
ii. The Buyer has paid the Purchase Price in full;
iii. A new share certificate has been delivered to the Buyer. - POST-COMPLETION OBLIGATIONS
The Parties have the following obligations upon completion:
a. Registration of the Buyer as a shareholder of record in the books of the Company
shall be effected.
b. The Seller and the Company shall deliver to the Buyer, all documents of title, records,
correspondence, documents, files and other papers relating to the Transaction. - OWNERSHIP AND TITLE TO THE SHARES
a. The Seller’s ownership and title to the Shares and risk thereon shall devolve to the Buyer
on the date of payment. Provided that the Buyer shall not be responsible for any liability
previous incurred by the Seller prior to the Completion Date.
b. The Buyer shall not own or exercise any ownership rights or benefits over any part of the
Shares for which the Seller has not received payment.
- REPRESENTATIONS AND WARRANTIES OF SELLER
a) The Seller hereby covenant and represent to the Buyer as follows:
i. That both the Seller and the Company has the legal right and capacity to enter
into this Agreement and perform its obligations here under and is not in
violation of any laws of ____ or any regulation or order to
which it may be subject to and that upon the execution of this Agreement by
the Buyer, the Agreement shall be valid, binding and enforceable upon all the
Parties to the Agreement;
ii. That there are no pending legal proceedings against the Seller or any other
legal impediments which could adversely affect the validity and enforceability
of the Share Sale to the Buyer. The Seller is not subject to any order, writ,
injunction or any other order of any court, government or regulatory authority
which could adversely affect the validity of this Transaction;
iii. That all necessary authorization to complete this Transaction has been
obtained;
iv. That there are no Material Adverse changes which would have an adverse
effect on the Seller’s capacity to sell the Shares and the Company’s capacity
to register the shares in the name of the Buyer;
v. That after completion, the Company shall register the Buyer’s name as
beneficial and legal owner of the Shares in the register of shareholders of the
Company
b) The Seller also covenants not to do as follows between the date of this Agreement
and the Closing Date:
i. Sell, lease, pledge, mortgage or otherwise dispose of the Shares
ii. Enter into any contract, agreement, commitment or option which involves the
sale of the Shares with any other Party other than the Buyer.
- REPRESENTATIONS AND WARRANTIES OF THE BUYER
The Buyer represents and warrants to the Seller as follows:
i. That the Buyer has full power and authority to enter, perform and carry out its obligations
under this Agreement;
ii. That the Buyer has taken all the necessary corporate actions required by its organizational
documents to permit to enter and perform its obligations under this Agreement and other
Transaction Documents;
iii. That the Buyer is not bankrupt
iv. That the Buyer has the financial capability to pay the Purchase Price and shall make all
payments on time;
v. That the execution, delivery and performance of this Agreement is not impaired by any
other valid agreement to which it is a party.
- COSTS AND EXPENSES
Each Party shall pay their own costs in relation to preparation, negotiation and execution of this
Agreement and each Party shall be responsible for the costs and expenses of their attorneys and
advisers. - INDEMNITY
Each Party hereby undertakes to indemnify and hold each other harmless against any costs,
losses, claims, damages, expenses, liabilities (joint or several) or actions in respect thereof,
which the other Party may incur in the event that any Representation or Warranties by the Party
contained in this Agreement which turns out inaccurate or if any Party is in breach of the
covenants contained in this Agreement. - NOTICES
a. All notices or communication given or made under this Agreement shall be made in
writing
b. Any of such notice or communication shall be deemed to have been given if:
i. Sent by personal delivery, upon delivery at the address of the relevant Party
ii. Sent by courier service, upon receipt of confirmation of delivery;
c. The addresses for service of notice are as follows:
In Case of the Seller to:
Address:_
Email:____
In Case of the Buyer to:
Address________________
Email;_________
In Case of the Company to__________________
Address:________
Email:_______________ - GOVERNING LAW
This Agreement shall be interpreted and construed in accordance with the laws of _ - JURISDICTION
The Parties agree that the ____________courts shall have the exclusive jurisdiction to settle any
dispute or claim in connection with this contract.
IN WITNESS WHEREOF of the Parties have executed this Agreement at the day and year
written above
SIGNED by Seller in the Presence of;
(Seller’s Signature) (Director’s Signature)
SIGNED by Buyer in the Presence of:
(Buyer’s Signature) (Director’s Signature)
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