This offer to purchase shares agreement template has 14 pages and is a MS Word file type listed under our finance & accounting documents.
Sample of our offer to purchase shares agreement template:
OFFER TO PURCHASE AGREEMENT This Offer to Purchase Agreement (the "Agreement") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the "First Party"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the "Second Party"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the authorized capital of [SPECIFY] consists of an unlimited number of no par value common shares and an unlimited number of no par value preferred shares of which [SPECIFY] ([NUMBER]) common shares have been issued and are presently outstanding and registered as set out in the immediately following recital. WHEREAS [SPECIFY] is the registered holder and beneficial owner of all the issued and outstanding common shares in the capital stock of [SPECIFY]; WHEREAS the authorized capital of [SPECIFY], a company incorporated under the laws of the Province of [SPECIFY], consists of an unlimited number of shares of a single category of which [SPECIFY] ([NUMBER]) shares have been issued and are presently outstanding and registered as set out in the immediately following recital; WHEREAS [SPECIFY] is the registered holder and beneficial owner of all the issued and outstanding shares in the capital stock of [SPECIFY]; WHEREAS the authorized capital of [SPECIFY], a corporation incorporated under the laws of [COUNTRY], consists of an unlimited number of common and an unlimited number of preferred Class A and preferred Class B shares of which [SPECIFY] ([NUMBER]) common and [SPECIFY] ([NUMBER]) preferred Class A shares have been issued and are presently outstanding and registered as set out in the immediately following recital; WHEREAS [SPECIFY] is the registered holder and beneficial owner of all the issued and outstanding common and preferred Class A shares in the capital stock of [SPECIFY]; WHEREAS [SPECIFY] is in the business of [DESCRIBE]; WHEREAS [SPECIFY] is in the business of [DESCRIBE]; WHEREAS [SPECIFY] is in the business of [DESCRIBE]; WHEREAS [SPECIFY] wishes to acquire the number of the issued and outstanding shares in the capital stock of [SPECIFY] set forth herein upon the terms and conditions set out in this Agreement; WHEREAS [SPECIFY] is prepared to sell shares in the capital stock of [SPECIFY] to [SPECIFY] upon the terms and conditions set out in this Agreement. NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the parties hereto agree as follows: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: "Affiliate" has the meaning ascribed to the term "affiliated corporations" in the [YOUR COUNTRY] Business Corporation [ACT/LAW/RULE], and are included in the definition of Affiliate. "Business Day" means any day excluding Saturday, Sunday and any other day which in [STATE/PROVINCE], [COUNTRY] is a legal holiday or a day on which financial institutions are authorized by [YOUR COUNTRY LAW] or by local proclamation to close. "Claims" means any demand, action, cause of action, damage, loss, cost, liability, expense or requirements, governmental or otherwise, including the cost of legal representation in respect thereof and any interest or penalty arising in connection therewith. "Closing Date" has the meaning ascribed thereto at Section 3.1. "Corporation" means [SPECIFY]. "Financial Statements" mean the audited financial statements for the period ended [DATE] of each of [NUMBER], [NUMBER] and [NUMBER] consisting of a balance sheet, statement of income and retained earnings and notes thereto. "Interim Financial Statements" means the unaudited interim financial statements for the period ended [DATE] of each of [SPECIFY], [SPECIFY] and [SPECIFY] consisting of a balance sheet, statement of income and retained earnings and notes thereto. "Lien" means any interest in property or the income or profits therefrom securing an obligation owed to, or a claim by, a Person other than the owner (which for the purposes hereof shall include a possessor under a title retention agreement and a lessee under a lease herein below described) of such property, whether such interest is based on common [YOUR COUNTRY LAW], civil [YOUR COUNTRY LAW], statute or contract, and including but not limited to any security interest, hypothec, mortgage, pledge, lien, claim, charge, cession, transfer, assignment, encumbrance, title retention agreement, lessor's interest under a lease which would be capitalized on a balance sheet of the owner of such property or analogous interest in, of or on any property or the income or profits therefrom of a Person; "Person or person" means any individual, company, corporation, partnership, firm, trust, sole proprietorship, government or entity howsoever designated or constituted; "Purchase Price" has the meaning ascribed thereto at Section 2.2. "Purchaser" means [SPECIFY]. "Seller" means [SPECIFY]. "Shares" means the aggregate number of shares of [SPECIFY] to be acquired by [SPECIFY] from the Seller pursuant to the terms hereof. "Subsidiaries" means [SPECIFY] and [SPECIFY], and "Subsidiary" means either [SPECIFY] or [SPECIFY], as the case may be. "this Agreement", the "Agreement", "hereto", "hereof", "herein", "hereby", "hereunder" and similar expressions mean or refer to this Agreement as amended from time to time and any indenture, agreement or instrument supplemental or ancillary hereto or in implementation hereof, and the expressions "section", "subsection" and "clause" followed by a number or letter mean and refer to the specified section, subsection or paragraph of this Agreement. Extended Meanings Words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders. Interpretation Not Affected by Headings The division of this Agreement into articles and insertion of headings is for convenience and reference only and shall not affect the construction or interpretation of this Agreement. Applicable Law This Agreement shall be deemed to have been made in the Province of [STATE/PROVINCE] and shall be interpreted in accordance with and be governed by the [YOUR COUNTRY LAW] of [STATE/PROVINCE] and the [YOUR COUNTRY LAW] of [COUNTRY] applicable therein. Funds All currency amounts referred to in this Agreement are in lawful currency of [COUNTRY]. Calculations All calculations and financial documents required to be made or produced under or pursuant to this Agreement shall be made or produced in accordance with generally accepted accounting principles which are from time to time approved by the [COUNTRY] Institute of Chartered Accountants, as set forth in the publication known as the [SPECIFY] and applicable as at the date on which any calculation or financial document is required to be made or produced. Invalidity If any provision of this Agreement shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect or render invalid or unenforceable such provision in any other jurisdiction or any other provision of this Agreement in any jurisdiction. Business Day In the event that any action to be taken hereunder falls on a day that is not a Business Day, then such action shall be taken on the next succeeding Business Day. Preamble The preamble forms an integral part of this Agreement. PURCHASE OF SHARES Purchase of Shares On the Closing Date the Purchaser agrees to purchase all the issued and outstanding common and preferred shares of [SPECIFY] from the Seller, the whole upon the terms and conditions set forth herein
