This form can be used as a guide in preparing an agreement involving a close corporation or a Subchapter S corporation buying all of the stock of one of its shareholders.
Houston, Texas Agreement to Purchase Common Stock of a Shareholder by the Corporation with an Exhibit of a Bill of Sale and Assignment of Stock by Separate Instrument Introduction: In Houston, Texas, an Agreement to Purchase Common Stock of a Shareholder by the Corporation is a legally binding document that outlines the terms and conditions under which a corporation agrees to purchase the common stock held by a shareholder. This agreement is backed by an exhibit of a Bill of Sale and an Assignment of Stock by separate instrument, which provide additional details and documentation regarding the transaction. There may be different variations of this agreement, depending on the specific circumstances and preferences of the parties involved. Key Elements of the Agreement: 1. Parties Involved: The agreement will identify the involved parties, namely the corporation and the shareholder who wishes to sell their common stock. 2. Purchase Terms: The agreement will specify the price, payment method, and any additional considerations for purchasing the shareholder's common stock. This may include the allocation of shares, time of payment, and any contingencies or warranties associated with the transaction. 3. Representations and Warranties: Both parties will typically provide representations and warranties related to their legal authority, the accuracy of information provided, and the absence of any undisclosed liabilities or claims against the stock. 4. Conditions Precedent: The agreement may include certain conditions that must be fulfilled before the purchase of the shareholder's common stock can be completed. These conditions may relate to regulatory approvals, due diligence, or the passing of a board resolution, among others. 5. Governing Law and Jurisdiction: The agreement will specify the governing law, usually Texas law, and the jurisdiction that will govern any disputes arising from the agreement. Exhibit: Bill of Sale and Assignment of Stock by Separate Instrument The exhibit attached to the agreement consists of a Bill of Sale and an Assignment of Stock by separate instrument. This exhibit serves to formally transfer the ownership and rights of the common stock from the shareholder to the corporation. 1. Bill of Sale: This document outlines the details of the sale, including the purchase price, the number of shares being sold, and any warranties or representations made by the shareholder regarding the stock. It acts as a receipt for the transaction and provides evidence of the legal transfer of ownership. 2. Assignment of Stock: This separate instrument confirms the transfer of ownership by the shareholder to the corporation. It may include details such as the names of the parties, the specifics of the stock being assigned, and any relevant transfer restrictions or conditions. Types of Houston, Texas Agreement to Purchase Common Stock of a Shareholder by the Corporation with an Exhibit of a Bill of Sale and Assignment of Stock by Separate Instrument: 1. Standard Agreement: This is a generic agreement that encompasses the key elements mentioned above and can be adapted to various scenarios where a corporation is purchasing a shareholder's common stock. 2. Agreement with Earn out Provision: In some cases, the agreement may include a Darn out provision, which allows the shareholder to receive additional consideration based on the performance of the acquired stock or the corporation. 3. Agreement with Non-Compete Clause: This type of agreement may include a non-compete clause, restricting the shareholder from engaging in business activities that directly compete with the acquiring corporation for a defined period. Conclusion: The Houston, Texas Agreement to Purchase Common Stock of a Shareholder by the Corporation with an Exhibit of a Bill of Sale and Assignment of Stock by Separate Instrument provides a framework for corporations to acquire the common stock held by their shareholders. The agreement, combined with the exhibit, ensures a smooth and legally compliant transfer of ownership. Variations of this agreement, such as those with earn out provisions or non-compete clauses, allow for customization based on specific needs or circumstances.Houston, Texas Agreement to Purchase Common Stock of a Shareholder by the Corporation with an Exhibit of a Bill of Sale and Assignment of Stock by Separate Instrument Introduction: In Houston, Texas, an Agreement to Purchase Common Stock of a Shareholder by the Corporation is a legally binding document that outlines the terms and conditions under which a corporation agrees to purchase the common stock held by a shareholder. This agreement is backed by an exhibit of a Bill of Sale and an Assignment of Stock by separate instrument, which provide additional details and documentation regarding the transaction. There may be different variations of this agreement, depending on the specific circumstances and preferences of the parties involved. Key Elements of the Agreement: 1. Parties Involved: The agreement will identify the involved parties, namely the corporation and the shareholder who wishes to sell their common stock. 2. Purchase Terms: The agreement will specify the price, payment method, and any additional considerations for purchasing the shareholder's common stock. This may include the allocation of shares, time of payment, and any contingencies or warranties associated with the transaction. 3. Representations and Warranties: Both parties will typically provide representations and warranties related to their legal authority, the accuracy of information provided, and the absence of any undisclosed liabilities or claims against the stock. 4. Conditions Precedent: The agreement may include certain conditions that must be fulfilled before the purchase of the shareholder's common stock can be completed. These conditions may relate to regulatory approvals, due diligence, or the passing of a board resolution, among others. 5. Governing Law and Jurisdiction: The agreement will specify the governing law, usually Texas law, and the jurisdiction that will govern any disputes arising from the agreement. Exhibit: Bill of Sale and Assignment of Stock by Separate Instrument The exhibit attached to the agreement consists of a Bill of Sale and an Assignment of Stock by separate instrument. This exhibit serves to formally transfer the ownership and rights of the common stock from the shareholder to the corporation. 1. Bill of Sale: This document outlines the details of the sale, including the purchase price, the number of shares being sold, and any warranties or representations made by the shareholder regarding the stock. It acts as a receipt for the transaction and provides evidence of the legal transfer of ownership. 2. Assignment of Stock: This separate instrument confirms the transfer of ownership by the shareholder to the corporation. It may include details such as the names of the parties, the specifics of the stock being assigned, and any relevant transfer restrictions or conditions. Types of Houston, Texas Agreement to Purchase Common Stock of a Shareholder by the Corporation with an Exhibit of a Bill of Sale and Assignment of Stock by Separate Instrument: 1. Standard Agreement: This is a generic agreement that encompasses the key elements mentioned above and can be adapted to various scenarios where a corporation is purchasing a shareholder's common stock. 2. Agreement with Earn out Provision: In some cases, the agreement may include a Darn out provision, which allows the shareholder to receive additional consideration based on the performance of the acquired stock or the corporation. 3. Agreement with Non-Compete Clause: This type of agreement may include a non-compete clause, restricting the shareholder from engaging in business activities that directly compete with the acquiring corporation for a defined period. Conclusion: The Houston, Texas Agreement to Purchase Common Stock of a Shareholder by the Corporation with an Exhibit of a Bill of Sale and Assignment of Stock by Separate Instrument provides a framework for corporations to acquire the common stock held by their shareholders. The agreement, combined with the exhibit, ensures a smooth and legally compliant transfer of ownership. Variations of this agreement, such as those with earn out provisions or non-compete clauses, allow for customization based on specific needs or circumstances.
Para su conveniencia, debajo del texto en español le brindamos la versión completa de este formulario en inglés. For your convenience, the complete English version of this form is attached below the Spanish version.
