Share Purchase Agreement Template Plc
CONSIDERING that the Sellers own, directly or indirectly, all issued and outstanding ordinary shares in the capital of the Offeree Company (the „Purchased Shares“); Download this free stock purchase agreement template as a Word document to negotiate the purchase of shares in a company or organization. Buyer would not be recognized as an issuer, insider, affiliate or partner of the Company within the meaning of recognized definitions or applicable securities laws and regulations. b. Buyer is not bound by any agreement that would prevent transactions related to this Agreement. c. To the best of Buyer`s knowledge, no legal action or action is pending against any party that materially affects this Agreement. 2. Seller agrees to the sale and Buyer agrees to acquire all right, title, interest and property of Seller in the Shares at a total purchase price of $_ (the „Purchase Price“). This share purchase agreement (the „Agreement“) is dated December 13, 2020 between SELLAS Life Sciences Group, Inc., a Delaware corporation (the „Company“), and any buyer named on the signature pages (each, including its successors and assigns, a „Buyer“ and collectively, the „Buyer“). One. Seller is the registered owner of the [Insert Number] shares (the „Shares“) of [Insert Company] (the „Company“). One. Seller would not be recognized as an issuer, insider, affiliate or partner of the Company within the meaning of recognized definitions or applicable securities laws and regulations.
b. Unless otherwise stated in the company`s governing documents or on the front of the share certificates, the buyer would in no way be prevented or prevented from reselling the shares in the future. c. The seller owns clear ownership of the shares and the shares are free from liens, encumbrances, security interests, fees, mortgages, pledges or adverse claims or other restrictions that would prevent the transfer of clear ownership to the buyer. d. Seller is not bound by any agreement that would prevent transactions related to this Agreement. e. To Seller`s knowledge, no legal action or action is pending against any party that materially affects this Agreement. B. The seller wants to sell the shares to the buyer and the buyer wants to buy the shares from the seller.
10. All parties to this Agreement warrant and represent that no investment banker, broker or other intermediary has facilitated the transaction provided for in this Agreement and is not entitled to any fees or commissions in connection with such Transaction. All parties to this Agreement shall indemnify and hold harmless all other parties to this Agreement with respect to any claim for brokerage fees or other commissions that may be made by either party with respect to this Agreement. A Pursuant to the terms of a purchase agreement entered into between the parties on 31 October 2019 (the „SPA“), Spirit has agreed, subject to certain conditions, to acquire the entire issued share capital of Short Brothers Plc („SB PLC“) from BAUK („Project Atlantic“). 7. The closing of the purchase and sale of the Shares (the „Closing“) will take place on September 11. June 2020 (the „Closing Date“) at seller`s offices or at any other time and place mutually agreed between Seller and Buyer. Upon closing and after the buyer has paid the purchase price in full to the seller, the seller will provide the buyer with properly executed transfers of the shares. 20.
This Agreement contains the entire agreement between the parties. All negotiations and agreements have been incorporated into this agreement. Any statements or representations made by either Party to this Agreement during the negotiation phases of this Agreement may in any way be inconsistent with this Definitive Written Agreement. All such statements shall be deemed worthless in this Agreement. Only the written terms of this Agreement are binding on the parties. IN WITNESS WHEREOF, the Seller and the Buyer have duly affixed their signatures under hand and the seal on this [insert date] 22. All notices or deliveries required herein shall be deemed complete if delivered in person, delivered by agent or seven (7) days after delivery to the parties at the addresses specified in this Agreement or as the parties may subsequently determine in writing. 17. This Agreement may not be assigned, in whole or in part, by either party to this Agreement without the written consent of the other party.
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