This rollover agreement values shares with adjustment clause template has 5 pages and is a MS Word file type listed under our legal agreements documents.
Sample of our rollover agreement values shares with adjustment clause template:
ROLLOVER AGREEMENT This Rollover Agreement (the "Agreement") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the "Vendor"), 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 "Purchaser"), 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 Vendor represents that there are [NUMBER] common shares issued and outstanding in the capital stock of [COMPANY NAME] - [COMPANY NAME] (the Corporation), a corporation incorporated under the [YOUR COUNTRY LAW] of [COUNTRY], and that the Vendor is the owner of the said [NUMBER] common shares (the Shares); WHEREAS the parties hereto have determined that the fair market value of the Shares is [AMOUNT] or [AMOUNT] per share; WHEREAS the Shares have an aggregate stated capital of [AMOUNT]; WHEREAS the Purchaser desires to purchase and the Vendor desires to sell the Shares; IT IS HEREBY AGREED THAT: SHARES SOLD AND PURCHASE PRICE Subject to the terms and conditions set forth in this Agreement, the Vendor hereby sells the Shares to the Purchaser, hereto present and accepting, and delivers to the Purchaser certificates representing the Shares duly endorsed to the Purchaser for transfer. The aggregate purchase price for the Shares is [AMOUNT] (the Purchase Price) which the parties consider to be the fair market value of the Shares, payable as set forth as Article [NUMBER] hereof. The Purchase Price for the Shares may be adjusted as provided in Article [NUMBER] hereof. PAYMENT OF THE PURCHASE PRICE The Vendor acknowledges that he has received certificates representing [NUMBER] Class D preferred shares (the Class D Shares) of the Purchaser in full payment of the Purchase Price. The parties hereto determine that the Class D Shares have a fair market value of and are, in all circumstances of the transaction, the fair equivalent of a consideration payable in cash equal to the fair market value of the Shares. VENDOR'S REPRESENTATIONS AND WARRANTIES The Vendor represents and warrants to the Purchaser that: the Corporation is incorporated under the [YOUR COUNTRY LAW] of [COUNTRY] and is duly organized and validly existing thereunder; the Shares are owned by the Vendor by good and marketable title; the Shares have been validly allotted and issued and are outstanding as fully paid and non-assessable shares; the Vendor is a resident of [COUNTRY] for the purposes of the Income Tax Act ([COUNTRY]) (the Federal Act) and the Taxation Act ([STATE/PROVINCE]) (the [STATE/PROVINCE] Act); the sale and delivery of the Shares as provided for in this Agreement shall not conflict with or result in or cause the occurrence of an event or condition which, immediately or after notice or lapse of time or both, constitutes a breach of or default under the Corporation's articles or by-laws or under any agreement, instrument, order, judgment or decree to which the Vendor or the Corporation is subject; and this Agreement constitutes a valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms, provided that enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar [YOUR COUNTRY LAW] generally affecting enforceability of creditors' rights. PURCHASER'S REPRESENTATIONS AND WARRANTIES 4.1 The Purchaser represents and warrants to the Vendor that: the Purchaser is a corporation incorporated under the [YOUR COUNTRY LAW] of [COUNTRY] and is duly organized and validly existing thereunder; all necessary corporate action and proceedings have been taken to permit the execution of this Agreement; no approval or consent of any public or private authority is required to enter into this Agreement or to consummate the transaction provided for herein; the aforementioned actions do not conflict with or result in or cause the occurrence of an event or condition which, immediately or after notice or lapse of time or both constitutes a breach of or default under the articles or by-laws of the Purchaser or under any agreement, instrument, order, judgment or decree to which the Purchaser is subject; the Class D Shares have been validly allotted and issued and are registered in the name of the Vendor; the Purchaser is a taxable [COUNTRY] corporation within the meaning of the Federal Act and the [STATE/PROVINCE] Act; and this Agreement constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms, provided that enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws generally affecting the enforceability of creditors' rights. STATED CAPITAL ACCOUNT, CONTRIBUTED SURPLUS ACCOUNT AND ADJUSTMENTS The Vendor and the Purchaser agree that the Purchaser shall, in accordance with Subsection [SPECIFY] of the [COUNTRY] Business Corporations [ACT/LAW/RULE], add [AMOUNT] to its stated capital account in respect of the Class D Shares, being an amount equal to the cost to the Purchaser of the Shares. The difference, if any, between the Purchase Price and the amount added to the stated capital account in respect of the Class D Shares shall be added to the contributed surplus account of the Purchaser in respect of the Class D Shares. In the event that the amount referred to in paragraph 5.1 hereof is determined by final determination of the [COMPANY NAME] or the [COMPANY NAME] for the Province of [STATE/PROVINCE] (hereinafter collectively referred to as the Minister) or otherwise to be other than the amount added to the stated capital account in respect of the Class D Shares as aforesaid, then the Purchaser shall forthwith take all action as may be necessary or advisable to adjust such stated capital account nunc pro tunc to reflect any such determination and the contributed surplus account shall, ipso facto, be deemed to be amended accordingly. The parties hereto confirm that it is their intention that the Purchase Price shall represent the fair market value of the Shares
