Share Purchase Agreement A Share Purchase Agreement outlines terms for the purchase of shares in a company, specifying purchase price, conditions, due diligence, and representations and warranties related to the shares.
This Share Purchase Agreement (the "Agreement") is entered into as of [DATE], by and between InnovativeTech Solutions, Inc. (“Seller”), a corporation duly incorporated and existing under the laws of the United States, and Spectrum Ventures LLC (“Purchaser”), a limited liability company duly formed and existing under the laws of the United States.
1.1. Purchase of Shares
Subject to the terms and conditions of this Agreement, Seller agrees to sell, convey, transfer and assign to Purchaser, and Purchaser agrees to purchase and accept from Seller, all of Seller's right, title and interest in and to 10,000 common shares (the "Shares") of InnovativeTech Solutions, Inc., a United States corporation (“Company”), for a total purchase price as specified herein.
1.2. Purchase Price
The purchase price for the Shares shall be [$X] per Share, resulting in a total purchase price of [$X * 10,000] (the "Purchase Price").
1.3. Payment of Purchase Price
Purchaser shall pay the Purchase Price to Seller at the Closing (defined below) by (a) wire transfer of immediately available funds to an account designated in writing by Seller or (b) such other method as may be mutually agreed upon by the parties in writing.
2.1. Closing Date
The closing of the sale and purchase of the Shares (the "Closing") shall take place on a date and mutually agreed upon by the parties, subject to the satisfaction or waiver of the conditions set forth in Sections 3 and 4.
3.1. Due Diligence
Purchaser shall have completed its due diligence review of the Company and the Shares and shall be reasonably satisfied with the results of its review in its sole and absolute discretion.
3.2. Representations, Warranties and Covenants
All material representations, warranties and covenants of Seller contained in this Agreement shall be true and correct in all material respects at and as of the Closing.
3.3. Legal Compliance
The transaction contemplated by this Agreement shall be in compliance with all applicable laws in the United States, and the Company shall have obtained any and all necessary consents, permits and approvals for the consummation of the transaction.
4.1. Payment of Purchase Price
At the Closing, Purchaser shall have delivered the payment of the Purchase Price in accordance with Section 1.3.
4.2. Representations, Warranties and Covenants
All material representations, warranties and covenants of Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the Closing.
Seller represents and warrants to Purchaser as follows:
Seller is the owner of the Shares and has sole legal and actual authority to transfer the Shares to Purchaser. The Shares are free and clear of any lien, claim, encumbrance, or security interest.
Seller has the full legal capacity, right, power and authority to enter into this Agreement, and to consummate the transaction contemplated herein.
5.3. No Conflict
The execution, delivery and performance of this Agreement will not result in any violation or breach of any contract, agreement, law, regulation or order to which Seller is a party or to which the Shares are subject.
Purchaser represents and warrants to Seller as follows:
Purchaser has the full legal capacity, right, power and authority to enter into this Agreement, and to consummate the transaction contemplated herein.
6.2. No Conflict
The execution, delivery and performance of this Agreement will not result in any violation or breach of any contract, agreement, law, regulation or order to which Purchaser is a party or by which Purchaser is bound.
7.1. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the United States, without regard to its conflict of laws principles.
7.2. Dispute Resolution
Any disputes, claims or controversies arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation or validity thereof, shall be resolved by arbitration in the United States, in accordance with the then-current rules of the American Arbitration Association.
8.1. Entire Agreement
This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matter.
8.2. Amendment and Waiver
This Agreement may be amended or modified only by a written instrument duly executed by the parties hereto. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the party against whom enforcement is sought.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall together constitute a single agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
InnovativeTech Solutions, Inc.
Spectrum Ventures LLC
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