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Share Purchase Agreement template
Share Purchase Agreement sample


What is Share Purchase Agreement?

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.



Sample template:



SHARE PURCHASE AGREEMENT


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. SALE AND PURCHASE OF SHARES

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. CLOSING

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. CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER

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. CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER

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.



5. REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Purchaser as follows:


5.1. Title


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.



5.2. Authority


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.



6. REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Seller as follows:


6.1. Authority


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. GOVERNING LAW AND DISPUTE RESOLUTION

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. MISCELLANEOUS

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.



8.3. Counterparts


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.


By: ________________________


Title: ______________________



_____________________________


Spectrum Ventures LLC


By: ________________________


Title: ______________________

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Main Sections of a Share Purchase Agreement


In this Share Purchase Agreement, you will see the following sections:

  1. Sale and Purchase of Shares
  2. Closing
  3. Conditions Precedent to Obligations of Purchaser
  4. Conditions Precedent to Obligations of Seller
  5. Representations and Warranties of Seller
  6. Representations and Warranties of Purchaser
  7. Governing Law and Dispute Resolution
  8. Miscellaneous


About each Section - Analysis and Summary:

  1. Sale and Purchase of Shares : This section outlines the agreement between the Seller and Purchaser for the sale of 10,000 common shares of InnovativeTech Solutions, Inc. The purchase price per share and the total purchase price are specified, as well as the method of payment at the Closing.

  2. Closing : This section specifies the date and conditions for the closing of the sale and purchase of the Shares. The Closing will take place on a mutually agreed upon date, subject to the satisfaction or waiver of the conditions set forth in Sections 3 and 4.

  3. Conditions Precedent to Obligations of Purchaser : This section lists the conditions that must be met before the Purchaser is obligated to complete the transaction. These conditions include the completion of due diligence, the accuracy of the Seller's representations, warranties, and covenants, and legal compliance with applicable laws and obtaining necessary consents, permits, and approvals.

  4. Conditions Precedent to Obligations of Seller : This section lists the conditions that must be met before the Seller is obligated to complete the transaction. These conditions include the payment of the Purchase Price by the Purchaser and the accuracy of the Purchaser's representations, warranties, and covenants.

  5. Representations and Warranties of Seller : This section outlines the Seller's representations and warranties to the Purchaser, including the Seller's ownership and authority to transfer the Shares, the legal capacity to enter into the Agreement, and that the execution of the Agreement will not result in any violation or breach of any contract, agreement, law, regulation, or order.

  6. Representations and Warranties of Purchaser : This section outlines the Purchaser's representations and warranties to the Seller, including the legal capacity to enter into the Agreement and that the execution of the Agreement will not result in any violation or breach of any contract, agreement, law, regulation, or order.

  7. Governing Law and Dispute Resolution : This section states that the Agreement will be governed by the laws of the United States and that any disputes, claims, or controversies arising from the Agreement will be resolved through arbitration in accordance with the rules of the American Arbitration Association.

  8. Miscellaneous : This section covers various miscellaneous provisions, such as the entire agreement between the parties, the process for amending or waiving provisions, and the ability to execute the Agreement in counterparts. It also includes the signatures of both parties to confirm their agreement to the terms.

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