short form "stock purchase agreement"

Using a Buy/Sell Agreement to Transfer Ownership A Share Purchase Agreement, also called a Stock Purchase Agreement, is used to transfer the ownership of shares (also called stock) in a company from a seller to a buyer. Form 1040, as amended from time to time (or a successor form). This Stock Option Agreement (Corporation to Optionee) is between a corporation and an optionee who desires to purchase shares in the corporation. The Seller agrees to sell and the Purchaser agrees to purchase all the rights, title, interest, and property of the Seller in the Shares for an aggregate purchase price of $__________ (the "Purchase Price"). rights to subscribe of any character relating to the stock, nor are there Generally, this type of form is used for the stock of a small corporation. WHEREAS, the Stockholder is the holder of (post-split) shares of the Company's common stock (the "Common Stock"), which the . Stock Sale and Purchase Agreement - Sample, Template Purchasing a house or any real estate property is a serious matter as it involves a big amount of money for an investment. PDF Shareholders Agreements for Closely-held Corporations ... Stock Purchase Agreement (Pro-Buyer Short Form) (CA ... This Agreement shall be governed by and construed in accordance with the laws of the state of _____, exclusive of choice-of-laws provisions. Shareholders' Agreement (Alternate Version) Stock Purchase Agreement (Short Form) Stock Appreciation Rights Agreement. It helps parties understand they are on the same page concerning the acquisition of the seller's business. Both federal and state securities laws govern the sale of stock. An asset purchase agreement finalizes the sale of the company's assets. . : 192654). The short forms will contain the critical elements of well-drafted purchase agreements typically used in traditional lower middle-market transactions, but with a starting length of about 15 pages. Stock purchase agreement representations and warranties. The Purchase Price shall be allocated among the Assets as provided in the Form 8954 to be filed with the Internal Revenue Service following the Closing Date. A business purchase letter of intent (LOI) is sent to show the intention to buy a privately held company. Exhibit 10.16 . OTHER ADDENDA: This Agreement is subject to the terms contained in the Addenda checked below: n Addendum #_____ (C.A.R. THIS STOCK PURCHASE AGREEMENT ("Agreement") is made as of August 24, 2011, between Name ("Seller") and RAAM Global Energy Company ("Buyer"). Stock Purchase Agreement Template: Here is an efficient stock purchase agreement template in MS Word Format. In a cross-purchase agreement, one or more of the remaining shareholders agrees to purchase the stock from the estate of a deceased shareholder or from the departing shareholder. However, if the founder's shares will be subject to vesting, use the form of Restricted Stock Purchase Agreement (Document No. The parties use the letter to agree on the main terms of the business purchase such as price, exclusivity period for the buyer, closing date and terms, etc. Under the Agreements and upon instruction from Beyond Air, LPC will purchase 325,000 shares of registered common stock at $8.58 per share, which represents a 10% premium to the average closing . Examples of a business's assets include machinery, equipment, customer lists, trademarks, patents, and any other valuable property. It describes the operations of the company along with the obligations and rights of the shareholders. Payment of Purchase Price. Shares (or stock) are units of ownership in a company that are divided among shareholders (also called stockholders). Subject to the terms and conditions of this Stock Purchase Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, [Number.Type] shares of the Company stock (the "Shares"). 1.2. The Stock Purchase Agreement sets forth the basic terms of the purchase and sale of the preferred stock to the investors (such as the purchase price, closing date, conditions to closing) and identifies the other financing documents. Payment Section 2.3. The acquiring shareholders obtain a basis in the purchased shares equal to the acquisition price and obtain a new holding period for the stock. All payments will be in the form of certified cheque . Parties [BUYER] A closing checklist to be used in a private merger, stock or asset purchase transaction. It is important for transactions like these to have agreement forms to protect not only the buyer but the seller of the property as well. Create your free repurchase of stock form to organize your company's buyback of shares. This agreement sets out the option exercise period and the transfer of optioned shares. THIS COMMON STOCK REPURCHASE AGREEMENT (the "Agreement") is entered into as of [date] by and between Synacor, Inc., a Delaware corporation (the "Company"), and [name] (the "Stockholder"). Purchase and Sale of Shares . Second Stock Appreciation Rights Agreement. Any other terms are to be negotiated between the parties and after signature, the exchange of funds for the shares usually occurs as soon as possible. The document is drafted so that the prospective investor offers to purchase stock in the company and makes a variety of representations and warranties to the company. The agreement details the terms of the sale, the removal of any assets by the seller before the sale, and whether or not the agreement is related to real estate. Form COOP-PA) n Other _____ B. Seller is the lawful owner of the Stock, free and clear of all . This model agreement is based on the hypothetical acquisition by a single corporate buyer of all of the capital stock of a privately-held U.S. company. Form of Stock Certificate (GOES 720) ($10.00) Form U-2 Uniform Consent to Service of Process (complimentary) Form U-2A (complimentary) Formation Checklist (LLP/LLC) (complimentary) Founder Stock Purchase Agreement ($30.00) Founder Stock Restriction Agreement ($30.00) Fully-Diluted Capitalization Chart ($15.00) GDC Filing Rules (Chart 2 . Form SSA) Form ADM) n Short Sale Addendum (C.A.R. Another title for this important legal . Available in all states. The short forms are intended to be model documents for business acquisitions with a purchase price in the $500,000 to $10 million range. Stock Purchase Agreement (Model Form) STOCK PURCHASE AGREEMENT Dated as of [DATE] by and among NEWCO, Inc. (the "Company"), and Each Investor (the "Investors") Listed in Exhibit 6.1 Table of Contents ARTICLE I: DEFINED TERMS ARTICLE II: PURCHASE AND SALE TERMS Section 2.1. This sample term sheet sets out illustrative terms for an acquisition of a business. Sale Contract - Assets - Short Form (Sale of Goods Agreement) A Sale of Goods Agreement is a simple agreement between the existing owner of an asset (usually referred to as the "seller" or "vendor") and a third party that wishes to buy or purchase the asset (usually referred to as the "buyer" or "purchaser"). Investment Agreement is a contract between two parties in accordance with a valid monetary agreement. Ensure that the proper approvals have been obtained. It is designed as a buyer's reasonable first draft, and each provision of the agreement is immediately followed by commentary, which reflects the collaborative effort of leading experts in . A purchase and sale agreement is an agreement between a buyer and a seller that belongs to real estate property, company stock, or any other assets. Asset Purchase Agreement . The Owner owns 100% of the outstanding equity of the Seller and has agreed to join in this agreement for the purpose of making certain representations and agreements. A Stock Purchase Agreement is used for the purchase and sale of outstanding stock of a business. Term Sheet - Form Template. Preview. Rights of First Refusal: Long Form. A stock purchase agreement is an agreement wherein the owner of shares of stock (the Seller) agrees to sell the stock to a buyer (the Purchaser). STOCK PURCHASE AGREEMENT € THIS STOCK PURCHASE AGREEMENT (the "Agreement") is entered into as of the 21st day of December, 2012 (the "Effective Date"), by and among Lehigh Gas Wholesale Services Inc., a Delaware corporation (the "Purchaser"), and James E. Lewis, Jr., Lida N. Lewis, James E. $19.95. Short Form Stock Purchase Agreement, dated June 2, 2000, by and between Corning Cable Systems LLC and the Company. 1 Use this form of Stock Purchase Agreement if the founder's shares are not subject to vesting. All these documents and clauses are searchable and accessed through a highly intuitive . Download this free form template and have a Priori Legal M&A . 2. This Stock Option Agreement (Shareholder to Optionee - Short Form) is between a shareholder (also known as the optionor) and an individual or company who desires to purchase certain shares of corporate stock from the optionor. SKU: BUS-ST16 Categories: Business Entities, Stock and Shareholder. Stock Cross Purchase Agreement. . Add to cart. € 2.1. Stock Purchase Agreements are often used to effect the acquisition of a company through the purchase of the majority of stock in that company. Inc. and Verizon Communications Inc. (Feb 20, 2017) Stock Purchase Agreement - Yahoo! A short-form agreement for the purchase and sale of all of the outstanding shares of stock of a private California corporation, drafted in favor of the buyer. Capitalized terms not defined elsewhere in this Agreement are defined in Article€XIII. The main aim of the document is to prove that it's terms and conditions of the agreement are mutually agreed. Form ADM) n Short Sale Addendum (C.A.R. The agreement details the number (#) of shares, price ($) per share, and date of the sale. This Securities Purchase Agreement (this "Agreement") is dated as of November [ ], 2021, between SOS Limited., a Cayman Islands company (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a . It is quite different to a share sale, where the entire legal entity which makes up the business - assets and liabilities - are sold. A sample legal form template for Shareholder Management Agreement (Short). STOCK PURCHASE AGREEMENT . A Stock Purchase Agreement explains the terms of a stock purchase between the owner of corporate stock and another party. Stock purchase agreements merely sell shares of the company to raise money or transfer ownership of shares. A stock transfer agreement is needed when an individual or an organization wants to sell, purchase, or transfer their shares to someone else. A Stock Sale and Purchase Agreement is a document used when the owner of stock in a corporation desires to sell that stock. The representation and warranties form a bridge with the past and present related to the properties, asset, liabilities, etc. You might also know of the purchase agreement as a residential real estate agreement or a real estate purchase contract. The closing of the purchase and sale of the Shares under this Agreement shall occur simultaneously with the execution of this Agreement by the Parties. Counsel typically conduct the signing and closing process and take on the responsibility for organizing the process, obtaining signatures, and drafting and negotiating all closing documents. A stock purchase agreement is separate from an asset purchase agreement. Inc. and Verizon Communications Inc. (Jul 23, 2016) Securities Purchase Agreement - KaloBios Pharmaceuticals Inc., Black Horse Capital LP, Black Horse Capital Master Fund Ltd., Cheval Holdings Ltd., and Nomis Bay Ltd. (Apr 1, 2016) 3. This Standard Document assumes, among other things, a single corporate buyer and a single corporate seller. A shareholder agreement which is also known as a shareholder loan agreement or a shareholder's agreement form is a contract made between the shareholders of a company. This agreement sets out the number of shares to be optioned, price per share and total purchase price for all . A Share Repurchase Agreement is a contract between a corporation and its shareholders allowing the corporation to buy back some of its stocks. hereby agrees to pay the aggregate purchase price of $_____, or $_____ per share, for the Shares at the Closing (as defined below). n Stock Cooperative Purchase Addendum (C.A.R. In addition, no later than ten (10) days from the date of registration with the French Tax Administration, Buyer shall deliver to Seller an original of the Short Form Stock Purchase Agreement duly registered as proof of compliance . The stock owner can be the corporation itself, or one of the corporation's shareholders. A stock purchase agreement is the primary agreement made when the owner of the company sells his stock. 1.1. There are no existing warrants, options, stock purchase . Under the terms of the purchase agreement, Advaxis will have the . Generally, this type of form is used for the stock of a small corporation. agreements,redemption agreements, restrictions of any nature, calls or . Warren's Forms of Agreements: Fern's Desk Edition is a single-volume publication that contains the most frequently needed business contracts and related forms.It is comprehensively updated once annually and covers the following subjects: business entity formation and governance, including those for corporations, partnerships and LLCs; purchases and sales of businesses, including purchase of . No stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any equity securities or rights to purchase equity securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of (i) termination of employment . RealDealDocs.com provides access to documents and clauses prepared by top law firms across the United States, including merger agreements, loan agreements, credit agreements, other corporate securities, employment agreements, corporate organizational documents, and hundreds of other types of documents. Generally this agreement does iii. Add to cart. security interests, liens, encumbrances, equities and other charges. The stock purchase agreement is also considered as the purchase agreement. Form SSA) Business Purchase Agreement (short form warranties) A business or asset sale is the transfer of the assets which make up a business to the buyer. This document can be used if the seller is either the corporation itself or another party that currently owns the stock, but it is mostly used when someone other than the corporation wants to sell. In the agreement the representation and warranties are gained from the seller. Also, the document includes information regarding the company's . Inc. and Verizon Communications Inc. (Feb 20, 2017) Stock Purchase Agreement - Yahoo! OTHER ADDENDA: This Agreement is subject to the terms contained in the Addenda checked below: n Addendum #_____ (C.A.R. AEye, Inc. (NASDAQ:LIDR), a global leader in adaptive, high-performance LiDAR solutions, today announced that it has entered into a common stock purchase agreement (the "Purchase Agreement") with . Here the seller agrees to sell the mentioned number of shares to the buyer at a specific price. Sample Private Placement Memorandum (Nanotech and Biotech) Series A-1 Term Sheet (Higher Valuation, Same Terms) Shareholders' Agreement. 2 Typically, founders purchase stock for a nominal amount of cash. For example, if you are selling your stocks in an XYZ company to your colleague, you would be signing this transfer of shares agreement. The sample term sheet can be adapted for situations involving a stock purchase, asset purchase or purchase of a segment, business line or subsidiary of a larger business. SKU: BUS-ST08 Categories: Business Entities, Stock and Shareholder It is a document that is received after mutual acceptance on an offer, which states the sale price and the terms of purchase. Definitions. RECITALS: WHEREAS, the Seller owns ( ) shares of common stock of Charter III, Inc. (the "Shares"). The promissory note shall bear interest at the rate of _____ % per annum, and shall be payable as follows (choose one): monthly installments of interest Stock Purchase Agreements. Form COOP-PA) n Other _____ B. Form TIC-PA) n Stock Cooperative Purchase Addendum (C.A.R. Purchaser agrees to purchase from Sellers, and Sellers, jointly and severally, agree to sell to Purchaser, all the Shares of Company for the Share Purchase Price set forth in Section€2.1 below. 4. A stock purchase agreement is between a buyer seeking to buy shares of a company for a set price from a seller. This agreement protects both the company and the buyers. Disclaimer: The Sample Form is intended as a resource for attorneys, but is not a substitute for the attorney's judgment and application of the releva nt law to a client's circumstances. Bona fide in-kind consideration is frequently Along-with signing this agreement, the seller would also need to . It also assumes that the signing and closing of the transaction are simultaneous. 2. £ 21.99. COMMON STOCK REPURCHASE AGREEMENT . Introduction to the Short M&A Transaction Documents' Task Force's Working Drafts of a Stock Purchase Agreement - downsizing and streamlining customary provisions for smaller deals and negotiating smaller transactions in the $500,000 to $10 million purchase price range. 37 Simple Purchase Agreement Templates [Real Estate, Business] A real estate purchase agreement template is a convenient resource for use when making the legal purchase of a property. Stock Purchase Agreement [Amendment] - Yahoo! Details. CLOSING CHECKLIST . A short-form stock purchase agreement for the purchase and sale of all of the outstanding capital stock of a private US corporation, drafted in favor of the seller. The Stock Power in question evidently is an exhibit to a Stock Purchase Agreement by which the OP is purchasing restricted stock that is subject to forfeiture or repurchase by the company, entirely or in part, probably based on how long the OP continues to work with the company.Yes, just signing is the proper thing to do (from the company's . Inc. and Verizon Communications Inc. (Jul 23, 2016) Securities Purchase Agreement - KaloBios Pharmaceuticals Inc., Black Horse Capital LP, Black Horse Capital Master Fund Ltd., Cheval Holdings Ltd., and Nomis Bay Ltd. (Apr 1, 2016) Upon execution of the purchase agreement, Lincoln Park made an initial purchase of $2 million of common stock at $0.57 per share. Subscription Agreements LexisNexis® Ohio Online Forms Lexis Forms: Ohio Transaction Guide Table of Contents • Subscription Agreement--Short Form--Individual Subscriber • Subscription Agreement--Long Form--Multiple Subscribers • Subscription Agreement and Investment Letter--Alternative Form--Single Subscriber The agreement typically includes purchase and sale terms, representations and warranties, covenants, conditions precedent, termination, and indemnification provisions. For example, before the signing, counsel must: Finalize the purchase agreement and all exhibits. Assets with a purchase price of $5,000 or less shall be excluded from the definition . Description: This is a sample form of Stock Subscription Agreement for the purchase of common stock in an early stage private company. A Share Purchase Agreement, also called a Stock Purchase Agreement, is used to transfer the ownership of shares (also called stock) in a company from a seller to a buyer. Get a better starting point by leveraging Practical Law Stock Purchase Agreements. 1. This Standard Document has integrated notes with important explanations and drafting and negotiating tips. RECITALS. An asset purchase agreement, or "APA", allows a business to sell its tangible or intangible property. A stock purchase agreement is an agreement wherein the owner of shares of stock (the Seller) agrees to sell the stock to a buyer (the Purchaser). n Tenancy in Common Purchase Addendum (C.A.R. Orientation: The form is a pro-company oriented. SOS : SECURITIES PURCHASE AGREEMENT - Form 6-K. SECURITIES PURCHASE AGREEMENT. A sample legal form template for Stock Cross Purchase Agreement. FREE 23+ Purchase Agreement Forms in PDF | MS Word. A stock purchase agreement is a common way for one company to acquire another company. Such an agreement specifies the consideration and the required number . PURCHASE AND SALE. This Standard Document assumes, among other things, a single corporate buyer and a single corporate seller. It also assumes that the signing and closing of the transaction are simultaneous. A short-form asset purchase agreement for the purchase and sale of all or substantially all of the assets of a private New York corporation, drafted in favor of the buyer. This agreement commonly contains the rights and obligations of the investor/s, established terms, policies, and the amount of investment. Closing. A fixed sum of $__________ will be payable on closing of this Agreement. Purchase and Sale Section 2.2. An LLC Membership Purchase Agreement is a document used when a member of an LLC (a limited liability company) wishes to sell their interest, or a portion of their interest, to another party. A stock purchase agreement is meant to protect you, whether you're the purchaser or the seller. Short form share purchase agreement. Payment of the Purchase Price shall be made as follows: Buyer shall pay the sum of $_______ in cash to Seller at Closing. 5. A share purchase agreement is an agreement made between two parties. Stock Purchase Agreement [Amendment] - Yahoo! The agreement itself lays out the sale of shares in a company and what is being obtained. Download this free template Stock Purchase Agreement form and put in a free request to have a Priori M&A or contracts lawyer customize it for you. PURCHASE AND SALE AGREEMENT (CONTINUED) Inc., Form (WBA) UCC-1B (rev. It is very compulsory to identify the seller and buyer in the agreement. Print or download your form for immediate use. Most often, LLC Membership Purchase Agreements are used when the member of the LLC is choosing to leave the LLC (or has been forcibly removed) and needs a way to dispose of the interest. Project Funding Agreement means an agreement in the form of Schedule F that incorporates the terms of this Agreement and enables the LHIN to provide one-time or short term funding for a specific project or service that is not already described in Schedule A; Restricted Stock Purchase Agreement means a written agreement between the Company and . Shares (or stock) are units of ownership in a company that are divided among shareholders (also called stockholders). ii. This Standard Document is based on New York law, assumes a single corporate buyer and a single corporate seller, and assumes that the signing and closing of the transaction are simultaneous. In short, this agreement takes place where the seller wants to sell the shares and the buyer wants to buy them at a mutually agreed specific price. Pursuant to the Purchase Agreement, the Company has the right to sell to B. Riley Principal Capital, up to the lesser of (i) $50,000,000 of newly issued shares (the "Shares") of the Company's Class A common stock, par value $0.001 per share (the "Common Stock"), and (ii) the Exchange Cap (as defined below) (subject to certain conditions and . This agreement is only for the purchase of assets mentioned in the agreement and does not include the liabilities of the business. The Seller has agreed to sell and the Buyer has agreed to purchase the Purchased Assets (as defined below). IRS Circular 230 Disclosure: Pursuant to Internal Revenue Service rules of practice, any tax advice set forth in this form is not intended or written to be used, and cannot be used, for the purpose of (a . Therefore, the parties agree as follows: 1. A stock purchase agreement (SPA), also known as a share purchase agreement, is a contract signed by both the company (or shareholders of a company) and the buyers of the stock. This product constitutes an easily adaptable short form share purchase agreement, together with a set of tailored guidance notes which aim to set out how to correctly fill-out the template and explain all significant provisions so as to allow you to put into effect a valid and legally binding . Whether you're the buyer or the seller, having a stock purchase agreement in writing can help you protect your interests and . Stock purchase agreements are also referred to as SPAs. The acquisition of a company via stock purchase allows buyers the opportunity to purchase less than all of the seller's available shares and essentially force a sale through a statutory short-term merger. THIS ASSET PURCHASE AGREEMENT (the "Agreement"), is entered into as of the date below written (the "Execution Date"), by and between SELLER HOSPITAL ("Seller"), and BUYER HOSPITAL ("Buyer").Defined terms used but not otherwise defined herein shall have the Transfer Legends and . 9/99) form security agreement. 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