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.
A New Hampshire 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 is a legal document that outlines the terms and conditions of the purchase of common stock from a shareholder. This agreement is specific to transactions taking place in the state of New Hampshire. Here is a detailed description of its various aspects: 1. Purpose: The purpose of this agreement is to facilitate the sale of common stock from a shareholder to the corporation. It establishes the terms of the sale and provides a mechanism for transferring ownership from the shareholder to the company. 2. Parties Involved: The agreement involves two main parties — the shareholder (seller) and the corporation (buyer). Both parties must be identified using their legal names and addresses. 3. Purchase Price: The agreement specifies the purchase price for the common stock. This is typically negotiated between the shareholder and the corporation and is recorded within the agreement. The price can be a fixed amount or determined using a formula agreed upon by both parties. 4. Quantity of Shares: The agreement outlines the number of shares being purchased by the corporation from the shareholder. The specific stock certificates or book-entry positions are identified in the agreement, ensuring clarity on the shares being transferred. 5. Closing Date: The agreement includes a closing date, which is the date on which the transfer of shares from the shareholder to the corporation takes effect. This date is agreed upon by both parties and is typically mentioned in the agreement. 6. Delivery of Shares: The agreement specifies the method by which the shares will be delivered to the corporation. It may involve the physical transfer of stock certificates or the electronic transfer of shares from the shareholder's brokerage account to the corporation's designated account. 7. Representations and Warranties: The agreement may include representations and warranties made by the shareholder and the corporation. These statements ensure that both parties have the legal right to enter into the transaction, hold clear title to the shares, and that there are no undisclosed liabilities or encumbrances on the shares being sold. 8. Bill of Sale and Assignment of Stock: The agreement includes an exhibit in the form of a Bill of Sale and Assignment of Stock. This document is a separate instrument detailing the transfer of ownership from the shareholder to the corporation. It includes information such as the parties involved, the shares being transferred, the purchase price, and any closing conditions. This exhibit is legally binding and is signed by the shareholder and the corporation. Different types or variations of this New Hampshire 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 may exist, depending on the specific requirements of the parties involved or the complexities of the transaction. These variations may include specific provisions related to shareholder representations, warranties, or any additional closing conditions that need to be met.
