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Buy Sell Agreement

This Buy-Sell Agreement template outlines the terms and conditions for the sale and purchase of shares or ownership interests in a privately held company, providing for a smooth transition of ownership in specified events.

Updated 15d ago
buy-sell agreementshareholder agreementbusiness successionequity transferSME finance

{{company_name}}

{{company_address}}

Phone: {{phone}} | Email: {{email}} | Web: {{website}}

Buy Sell Agreement

Buy Sell Agreement

{{company_name}} {{company_address}} {{phone}} {{email}} {{website}}

1. PARTIES TO THE AGREEMENT

This Buy-Sell Agreement ("Agreement") is made and entered into on this {{date_of_agreement}} day of {{month_of_agreement}}, {{year_of_agreement}}, by and between:

{{Seller_Name}} (hereinafter referred to as "the Seller"), with identification number {{seller_ID_number}}, residing at {{seller_address}};

AND

{{Buyer_Name}} (hereinafter referred to as "the Buyer"), with identification number {{buyer_ID_number}}, residing at {{buyer_address}}.

Collectively referred to as "the Parties".

2. DEFINITIONS

2.1. "Company" refers to {{company_legal_name}}, with registration number {{company_registration_number}}, incorporated in {{country_of_incorporation}}.

2.2. "Shares" refers to the {{number_of_shares}} ordinary shares of the Company beneficially owned by the Seller.

2.3. "Purchase Price" refers to the agreed-upon price for the Shares as specified in Clause 4.

3. AGREEMENT TO SELL AND PURCHASE

3.1. The Seller hereby agrees to sell, transfer, and convey to the Buyer, and the Buyer hereby agrees to purchase and acquire from the Seller, the Shares specified in Clause 2.2, subject to the terms and conditions hereinafter set forth.

3.2. This agreement shall become effective upon the occurrence of a "Triggering Event," which may include, but is not limited to, the death, disability, retirement, or voluntary termination of employment of a Shareholder, or a desire to sell shares.

4. PURCHASE PRICE AND PAYMENT TERMS

4.1. The total Purchase Price for the Shares shall be {{currency}} {{purchase_price}} ({{purchase_price_in_words}}).

4.2. Payment of the Purchase Price shall be made in {{payment_method}} on or before {{payment_due_date}}. [OR] Payment shall be made in {{number_of_installments}} equal monthly installments of {{currency}} {{installment_amount}} each, commencing on {{first_installment_date}} and continuing thereafter on the {{day_of_month}} day of each succeeding month until fully paid.

5. CLOSING

5.1. The closing of the sale and purchase of the Shares (

Closing

) shall take place on or before {{closing_date}} at {{closing_location}}, or at such other time and place as the Parties may mutually agree.

5.2. At the Closing, the Seller shall deliver to the Buyer the share certificate(s) representing the Shares, duly endorsed for transfer, or such other instruments of transfer as may be required, along with any other documents necessary to effect the transfer of ownership of the Shares to the Buyer.

6. REPRESENTATIONS AND WARRANTIES

6.1. The Seller represents and warrants that they are the sole legal and beneficial owner of the Shares, that the Shares are free and clear of all liens, charges, and encumbrances, and that they have the full power and authority to enter into this Agreement and to sell the Shares.

6.2. The Buyer represents and warrants that they have the full power and authority to enter into this Agreement and to purchase the Shares, and that they have sufficient funds to pay the Purchase Price.

7. GOVERNING LAW AND DISPUTE RESOLUTION

7.1. This Agreement shall be governed by and construed in accordance with the laws of {{country_of_governing_law}}.

7.2. Any dispute, controversy, or claim arising out of or in connection with this Agreement, or the breach, termination, or invalidity thereof, shall be resolved through good faith negotiations between the Parties. If the Parties are unable to reach an amicable settlement, the dispute shall be referred to mediation in accordance with the rules of {{mediation_body}}. If mediation fails, the dispute shall be submitted to arbitration in accordance with the rules of {{arbitration_body}}.

8. ENTIRE AGREEMENT

8.1. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.

9. AMENDMENTS

9.1. No amendment or variation of this Agreement shall be valid unless reduced to writing and signed by all Parties.

10. NOTICES

10.1. Any notice or other communication required or permitted to be given in terms of this Agreement shall be in writing and shall be delivered personally, sent by registered post, or transmitted by email to the addresses specified in Clause 1, or to such other address as a Party may notify to the other Parties from time to time.

11. SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.

_____________________________

SELLER: {{Seller_Name}}

Date: {{date_signed_seller}}

_____________________________

BUYER: {{Buyer_Name}}

Date: {{date_signed_buyer}}

WITNESS 1:

Name: {{Witness_1_Name}}

Signature: ______________________

Date: {{date_signed_witness_1}}

WITNESS 2:

Name: {{Witness_2_Name}}

Signature: ______________________

Date: {{date_signed_witness_2}}

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