This rollover agreement values shares with election 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 election 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] Class A common shares issued and outstanding in the capital stock of [COMPANY NAME] (the "Corporation"), a corporation incorporated under the [YOUR COUNTRY LAW] of the Province of [STATE/PROVINCE], and that the Vendor is the owner of [NUMBER] Class A common shares of the Corporation (the "Shares"), representing [PERCENTAGE %] percent) of the issued and outstanding shares of the Corporation; WHEREAS [COMPANY NAME], have determined that the fair market value of the Shares is [AMOUNT] or [AMOUNT] per Class A common share; WHEREAS the Shares have an aggregate stated capital of [AMOUNT]; WHEREAS the authorized share capital of the Purchaser consists of an unlimited number of Class A common shares, Class B common shares, Class A preferred shares, Class B preferred shares, Class C preferred shares and Class D preferred shares, of which the sole issued and outstanding shares are held as follows: [INDIVIDUAL NAME] [NUMBER] Class A common shares [INDIVIDUAL NAME], as nominee for [INDIVIDUAL NAME] [NUMBER] Class A common shares [INDIVIDUAL NAME], as nominee for [INDIVIDUAL NAME] - [NUMBER] Class A common shares WHEREAS the Purchaser desires to purchase and the Vendor desires to sell the Shares; NOW THEREFORE, IT IS AGREED AS FOLLOWS: 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], which based on the aforementioned evaluation, the parties consider to be the fair market value of the Shares (the "Purchase Price") payable as set forth at Article [NUMBER] hereof. PAYMENT OF THE PURCHASE PRICE The Vendor acknowledges that he has received certificates representing [NUMBER] Class C preferred shares of the Purchaser (the "[COMPANY NAME] Shares") in full payment of the Purchase Price. The parties hereto determine that the [COMPANY NAME] Shares have a fair market value of and are, in all circumstances of the transaction, the fair equivalent of a consideration payable in cash of [AMOUNT] or [AMOUNT] for each of the [COMPANY NAME] Shares issued and allotted hereunder. VENDOR'S REPRESENTATIONS AND WARRANTIES The Vendor represents and warrants to the Purchaser that: the Corporation is incorporated under the [YOUR COUNTRY LAW] of the Province of [STATE/PROVINCE] and is duly organized and validly existing thereunder; the Shares are owned by the Vendor by good and marketable title; the Shares have been duly 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"); the Vendor is a corporation incorporated under the [YOUR COUNTRY LAW] of the Province of [STATE/PROVINCE] and is duly organized and validly existing thereunder; all necessary corporate action and proceedings have been taken by the Vendor 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 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 articles or by-laws of the Vendor or the Corporation 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 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 [COMPANY NAME] 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 [YOUR COUNTRY] Federal Act and the Taxation Act ([STATE/PROVINCE]) (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 [YOUR COUNTRY LAW] generally affecting enforceability of creditors' rights. STATED CAPITAL ACCOUNT AND PRICE ADJUSTMENT CLAUSE
