Share Purchase Agreement Example

A Share Purchase Agreement (SPA) is a legal contract that outlines the terms and conditions of a transaction involving the purchase and sale of shares in a company. This agreement is crucial in ensuring that both the buyer and the seller understand their obligations and the details of the transaction. Below is a comprehensive example of a Share Purchase Agreement, covering various sections and key elements commonly found in such documents. The purpose of this example is to provide a clear and detailed understanding of how a Share Purchase Agreement is structured and what it typically includes.

Share Purchase Agreement

THIS SHARE PURCHASE AGREEMENT (this "Agreement") is made and entered into as of [Date], by and between:

SELLER:
[Name of Seller], a [type of entity, e.g., corporation, limited liability company] with its principal place of business at [Address] ("Seller").

BUYER:
[Name of Buyer], a [type of entity] with its principal place of business at [Address] ("Buyer").

RECITALS

WHEREAS, Seller owns [Number] shares of common stock (the "Shares") of [Name of Company], a [type of entity] (the "Company");

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, the Shares on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. SALE AND PURCHASE OF SHARES

1.1 Sale and Purchase. Subject to the terms and conditions of this Agreement, Seller agrees to sell, transfer, and deliver to Buyer, and Buyer agrees to purchase from Seller, the Shares.

1.2 Purchase Price. The purchase price for the Shares shall be [Amount] (the "Purchase Price"). The Purchase Price shall be paid by Buyer to Seller at the Closing (as defined below) by [method of payment, e.g., wire transfer, check].

2. CLOSING

2.1 Time and Place of Closing. The closing of the sale and purchase of the Shares (the "Closing") shall take place at [time] on [date], at [place], or at such other time and place as the parties may mutually agree.

2.2 Deliveries at Closing. At the Closing:

(a) Seller shall deliver to Buyer:
(i) Stock certificates representing the Shares, duly endorsed in blank or with executed stock powers;
(ii) A certificate of an officer of Seller, dated as of the Closing Date, certifying that the representations and warranties of Seller are true and correct as of the Closing Date and that Seller has performed all of its obligations hereunder;
(iii) Such other documents and instruments as may be reasonably requested by Buyer to effectuate the transfer of the Shares.

(b) Buyer shall deliver to Seller:
(i) The Purchase Price in accordance with Section 1.2;
(ii) A certificate of an officer of Buyer, dated as of the Closing Date, certifying that the representations and warranties of Buyer are true and correct as of the Closing Date and that Buyer has performed all of its obligations hereunder;
(iii) Such other documents and instruments as may be reasonably requested by Seller to effectuate the purchase of the Shares.

3. REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of Seller. Seller represents and warrants to Buyer as follows:

(a) Authority. Seller has the full power and authority to enter into this Agreement and to perform its obligations hereunder.

(b) Ownership of Shares. Seller is the sole record and beneficial owner of the Shares, free and clear of any liens, encumbrances, or restrictions.

(c) No Conflict. The execution and delivery of this Agreement by Seller and the performance by Seller of its obligations hereunder do not and will not conflict with or result in a breach of any agreement, contract, or other instrument to which Seller is a party.

(d) No Litigation. There are no actions, suits, or proceedings pending or, to the knowledge of Seller, threatened against Seller that could affect Seller's ability to perform its obligations under this Agreement.

3.2 Representations and Warranties of Buyer. Buyer represents and warrants to Seller as follows:

(a) Authority. Buyer has the full power and authority to enter into this Agreement and to perform its obligations hereunder.

(b) Investment Intent. Buyer is acquiring the Shares for its own account, for investment purposes only, and not with a view to the resale or distribution thereof in violation of applicable securities laws.

(c) No Conflict. The execution and delivery of this Agreement by Buyer and the performance by Buyer of its obligations hereunder do not and will not conflict with or result in a breach of any agreement, contract, or other instrument to which Buyer is a party.

(d) No Litigation. There are no actions, suits, or proceedings pending or, to the knowledge of Buyer, threatened against Buyer that could affect Buyer's ability to perform its obligations under this Agreement.

4. COVENANTS

4.1 Further Assurances. Each party agrees to execute and deliver such further documents and take such further actions as may be reasonably required to carry out the provisions of this Agreement.

4.2 Confidentiality. Each party agrees to keep confidential and not to disclose to any third party any confidential information concerning the other party or the Company, except as required by law or as necessary to carry out the provisions of this Agreement.

5. INDEMNIFICATION

5.1 Indemnification by Seller. Seller agrees to indemnify and hold harmless Buyer from and against any and all losses, claims, damages, liabilities, and expenses arising out of or related to any breach of Seller’s representations, warranties, or covenants contained in this Agreement.

5.2 Indemnification by Buyer. Buyer agrees to indemnify and hold harmless Seller from and against any and all losses, claims, damages, liabilities, and expenses arising out of or related to any breach of Buyer’s representations, warranties, or covenants contained in this Agreement.

6. TERMINATION

6.1 Termination by Mutual Consent. This Agreement may be terminated by mutual written consent of the parties.

6.2 Termination for Breach. Either party may terminate this Agreement if the other party breaches any material term or condition of this Agreement and fails to cure such breach within [number] days after receipt of written notice thereof.

7. MISCELLANEOUS

7.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflicts of law principles.

7.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.

7.3 Amendments. This Agreement may be amended or modified only by a written instrument executed by both parties.

7.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

7.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Share Purchase Agreement as of the date first above written.

SELLER:
By: ___________________________
Name: [Name of Seller]
Title: [Title]

BUYER:
By: ___________________________
Name: [Name of Buyer]
Title: [Title]

EXHIBITS

Exhibit A: Schedule of Shares
Exhibit B: Form of Stock Certificate
Exhibit C: Form of Certificate of Seller
Exhibit D: Form of Certificate of Buyer