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Stock Redemption Agreement
THIS AGREEMENT, made and entered into this _(1)_ day of ____(2)_____,
19_(3)_, is by and between _______(4)_________, hereinafter
referred to as the "Seller", and _______(5)_________,
hereinafter referred to as the "Purchaser".
W I T N E S S E T H:
WHEREAS, the Seller is the owner and holder of record of
____(6)____ (______) shares of the issued and outstanding
shares of the capital stock of the Purchaser; and,
WHEREAS, the Purchaser desires to repurchase said ____(7)____
(______) shares of said stock, hereinafter referred to as
the "Sellers Stock", and the Seller desires to sell,
or cause to be sold, all of said shares of stock upon the
terms and subject to the conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements contained in this Agreement,
and in order to consummate the purchase and sale of the Seller's
Stock aforementioned, it is hereby agreed as follows:
1. PURCHASE AND SALE: CLOSING
A. Purchase and Sale of Corporation's Stock. Subject to the
terms and conditions hereinafter set forth, at the closing
of the transaction contemplated hereby, the Seller shall sell,
convey and transfer the Seller's Stock, and deliver to the
Purchaser certificates representing such stock, and the Purchaser
shall purchase from the Seller the Seller's Stock in consideration
of the purchase price set forth in Section Two of this Agreement.
The certificates representing the Corporations' Stock shall
be duly endorsed for transfer or accompanied by appropriate
stock transfer powers duly executed in blank, in either case
with signatures guaranteed in the customary fashion.
B. Procedure for Closing. The closing of the transactions
contemplated by this Agreement (the "Closing"),
shall be held at such place as is agreed upon by the parties
hereto on or before the _(8)_ day of _____(9)____, 19_(10)_,
(such date to be referred to in this Agreement as the "Closing
2. PURCHASE PRICE
A. Consideration. The total consideration for the purchase
of the Seller's Stock, pursuant to this Agreement, shall be
the total sum of ______(11)______ ($___________).
3. REPRESENTATIONS AND WARRANTIES OF SELLER
Seller warrants and represents:
A. Restrictions on Stock.
1) The Seller is not a party to any agreement, written or
oral, creating rights in respect of any Seller's Stock in
any third person or relating to the voting of Seller's Stock.
2) Seller is the lawful owner of Seller's Stock, free and
clear of all security interest, liens, encumbrances, equities
and other charges.
3) There are no existing warrants, options, stock purchase
agreements, restriction of any nature, relating to the subject
B. Survival. All warranties contained within this Agreement
shall survive closing of this transaction.
A. Each of the parties to this Agreement covenants and agrees
that the Seller's representations, warranties, covenants and
statements and agreements contained in this Agreement shall
survive the Closing Date. Except as set forth in this Agreement,
there are no other agreements, representations, warranties
or covenants by or between the parties hereto with respect
to the subject matter hereof.
B. This Agreement constitutes the entire Agreement and supersedes
all prior agreements and understandings, oral and written,
between the parties hereto with respect to the subject matter
C. This Agreement shall be construed and enforced in accordance
with the laws of the State of _____(12)_____.
D. Should Seller default under this Agreement, Purchaser
may be able to seek and obtain any and all remedies available
at law or in equity, including rescission of this Agreement.
Purchaser shall have the right to obtain all remedies cumulatively
available and will not be limited to one such remedy.
E. Should either party default under this Agreement, the
party enforcing this Agreement shall be entitled to reimbursement
of all costs, including reasonable attorneys' fees incurred
at the trial and appellate levels.
IN WITNESS WHEREOF, this Agreement has been executed by each
of the individual parties hereto, all on the date first above
Signed, Sealed and Delivered in the presence of:
The information in this document is designed to provide an
outline that you can follow when formulating business or personal
plans. Due to the variances of many local, city, county and
state laws, we recommend that you seek professional legal
counseling before entering into any contract or agreement.
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