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What Is A Common Stock Purchase Agreement

The first part of your share purchase agreement is often referred to as a preamble. This section identifies the agreement, identifies the parties and sets the contract date. In the preamble, you will often see parties called “sellers” and “buyers.” This agreement can be carried out in any number of counter-parties, and any counter-value of this agreement is considered an initial instrument, but all these counterparties combined are only an agreement. Facsimile counter-signatures of this agreement are acceptable and mandatory. The purchaser understands that Fulbright-Jaworski, L.L.P., exclusively as accommodation for the business and the purchasers, has agreed to act as an agent (the “trust agent” for transactions under this agreement). The Escrow agent acts at the same time as counsel to the company and that certain costs and expenses that the company owes to the escrow agent may be paid by the Company on the amounts paid faithfully, including the costs associated with the transactions contemplated here. The purchaser accepts and acknowledges that the trust agent`s obligations are only ministerial, and the Escrow agent assumes no responsibility and is not liable to the purchasers, the company or others, unless the escrow agent is definitively tried in court for acting in bad faith. The Escrow agent is informed (i) of receiving the purchase price of the investment deposited by the buyer at the closing and held in a trust account designated by the escrow agent; and (ii) receive originals or copies of the signature pages of this agreement and other funding documents. At closing, the fiduciary agent (x) releases the deposited funds and the originals or copies of the signature pages of this agreement and other financing documents to the company; and (y) disclose to the purchaser copies of the signature pages of this agreement and other financing documents. The purchaser and the company acknowledge and accept that Escrow Agent uses its escestic account as a receiver account and that no interest on the amounts held in trust will be paid to a purchaser or the business, regardless of the length of the withholding. The purchasers and the company agree in solidarity to compensate agent Escrow for any costs, fees, fees, damages, judgments, amounts paid at the time of the count and any other liability that Escrow Agent incurred in connection with this agreement, in connection with or because of his performance as an Escrow agent.

Another important advantage of a share purchase contract is that it provides specific information about the transfer of shares. This means that all the seller`s guarantees are set. It can also list dispute resolution measures. You can even document that the seller or buyer pays for certain costs if an unknown problem is already a source of loss. (c) the right of the company to buy in the event of an involuntary transfer. In the event that, on any date after the date of this agreement, any transfer by law or other involuntary transfer (including divorce or death, but, in the event of death, a transfer to the direct family in accordance with Section 3, point b) vi), before all or part of the shares by the record holder , is entitled to acquire all shares which, to the greater extent, of the purchase price paid by the purchaser under this agreement or the fair value of the shares the transfer (as defined by the company`s board of directors).

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