This article provides a Share Purchase Agreement template for individuals or entities involved in buying or selling shares of a company. The agreement outlines the terms and conditions of the transaction, including the purchase price, transfer of shares, representations and warranties, and governing law. It aims to facilitate a transparent and legally binding agreement between the parties involved.
The Share Purchase Agreement template begins by identifying the parties involved, the company whose shares are being sold, and the desired terms of the transaction. It includes sections on the purchase and sale of shares, determination of the purchase price, transfer of shares, representations and warranties, governing law and jurisdiction, and miscellaneous provisions. The template is flexible and can be customized to suit specific transaction requirements.
Format of General Share Purchase Agreement
Share Purchase Agreement
This Share Purchase Agreement (“Agreement”) is made and entered into as of (DATE) at Delhi,
M/s. _____________Limited, a Company registered under Companies Act, 1956/2013, having registered office ____________________________ though its authorized signatory appointed by board vide board resolution dated _______________ (hereinafter referred to as “FIRST PARTY” as Seller which expression shall unless repugnant to the subject or context thereof include his/her legal heirs, executors, administrators and permitted assigns) of the FIRST PART;
Mr. _______________, S/o, D/0, W/o ________________, R/o _________________________ (hereinafter referred to as “SECOND PARTY” as Buyer/Purchaser, which expression shall unless repugnant to the subject or context thereof include his/her legal heirs, executors, administrators and permitted assigns) of the SECOND PART;
WHEREAS, the Seller is the owner of ____________ shares (the “Shares”) of ____________ Private Limited, a company Registered under the Companies Act, 1956/2013, with registered office at ________________, (hereinafter the “Company”); and
WHEREAS, the Buyer desires to purchase the Shares from the Seller, and the Seller is willing to sell the Shares to the Buyer, on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties agree as follows:
1. Purchase and Sale of Shares
1.1. The Seller hereby agrees to sell and transfer to the Buyer, and the Buyer agrees to purchase from the Seller, [Number of Shares] shares of the Company (the “Shares”) at a price to be determined based on the audited balance sheet of the Company as of 31 st March 2023 (the “Purchase Price”).
1.2. The Buyer has already paid an advance amount of Rs. _______ [Advance Amount] towards the Purchase Price (the “Advance Payment”).
2. Determination of Purchase Price and Payment
2.1. The Parties shall determine the Purchase Price based on the audited balance sheet of the Company as of March 31, 2023.
2.2. The Buyer shall pay the remaining balance of the Purchase Price, if any, to the Seller after the date of determination of the Purchase Price by the parties.
3. Transfer of Shares
3.1. Upon receipt of the full Purchase Price, the Seller shall transfer the Shares to the Buyer free and clear of any liens, encumbrances, or claims.
3.2. The Seller shall cooperate with the Buyer to complete all necessary documentation and formalities required for the transfer of the Shares.
4. Representations and Warranties
4.1. The Seller represents and warrants that it is the legal and beneficial owner of the Shares, with full power and authority to sell the Shares and the Buyer represents and warrants that it has full power and authority to enter into and perform its obligations under this Agreement.
4.2. The Seller further represents and warrants that the Shares are free and clear of any liens, encumbrances, or claims of any kind, and that the Seller has the right to transfer the Shares to the Buyer.
4.3 The Buyer further represents and warrants that it has conducted due diligence on the Company and the Shares and is satisfied with the financial condition, prospects, and any other relevant aspects of the Company.
5. Governing Law and Jurisdiction
5.1. This Agreement shall be governed by and construed in accordance with the laws of India.
5.2. Any dispute, controversy or claim arising out of or relating to the conclusion, interpretation or performance of the present Agreement, or the breach, termination or invalidity thereof, shall be definitively settled by arbitration.
6. Entire Agreement
6.1. This Agreement constitutes the entire agreement between the parties with respect to the purchase and sale of the Shares and supersedes all prior oral or written agreements, understandings, or representations.
7. Miscellaneous
7.1. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
7.2. Any amendments to this Agreement must be in writing and signed by both parties.
7.3. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Share Purchase Agreement as of the date first above written.
Seller: M/s. ___________________