Share Purchase Agreement
SHARE PURCHASE AGREEMENT
THIS SHARE PURCHASE AGREEMENT dated this __th day of _________, 2011 between:
And
(Hereafter referred to as PART FOUR AND FIVE)
The Parties ONE,TWO AND THREE are hereinafter collectively called as SELLERS and Party Three and Four is called as BUYER
WHEREAS:
1. The SELLERS are desirous of selling 10000 number of equity shares ( 5000 shares of PART ONE, 5000 shares of PART TWO )
"Shares") of _______________________________PRIVATE LIMITED and BUYER has agreed to purchase the Shares at a purchase price of Rs 10 per Share.
NOW THEREFORE, all the Parties hereto hereby agree as follows:
2. SALE OF THE SHARES
Subject to the terms and conditions of this Agreement, and in
consideration for the payment of the Consideration, the SELLER shall sell and transfer to the buyer, and buyer shall purchase such shares from the SELLER.
3. CONSIDERATION
The consideration for the purchase of the Shares shall be Rupees 5 for
each Share constituting an aggregate consideration of Rupees 100000 (Rupees One Lakhs only)
for all 10000 Shares.
4 SPECIAL CONDITIONS
(i) Conquer Educational Consultants is a limited liability company duly organised, validly existing, and in good standing under the laws of India and is duly qualified and licensed to do business.
(ii) the SELLER has full power and authority to enter into this
Agreement and to take any action and execute any documents required by the terms hereof;
(iii) all the Shares are legally owned by the SELLER free from all Liens, and the SELLER is entitled to sell and transfer to BUYER the ownership of the said Shares in accordance with the terms of this Agreement; and
(iv) the SELLER has not entered into any agreement or arrangement to sell, transfer, assign, create a Lien or otherwise dispose of the Shares to any Person other than in accordance with this Agreement.
(v) The sellers hereby declare that there are no liabilities in the company and any liabilities arising due to the transactions entered into prior to this date shall be the sole responsibility of the sellers. The buyers will not be in any way responsible for any liabilities incurred prior to this date.
(vi) No rights or liabilities under this Agreement shall be assigned by any of the Parties hereto without the prior written consent of the other Party.
(vii) This Agreement supersedes all prior discussions and agreements
(whether oral or written, including all correspondence) if any,
between the Parties with respect to the subject matter of this
Agreement, and this Agreement contains the sole and entire
agreement between the Parties hereto with respect to the subject
matter hereof.
(viii)Any provision of this Agreement which is invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, without affecting in any way the remaining provisions hereof.
5. ARBITRATION
Any and all differences, disputes or questions arising out of or under or incidental to this agreement shall be resolved by recourses to arbitration to be conducted by a panel of three arbitrators, one of whom would be appointed by SELLER, one by BUYER and the third by the two arbitrators so appointed and shall be conducted in accordance with the Arbitration Act,1966. The venue of arbitration shall be Hyderabad and the Arbitration Award shall be final and binding on the parties.
IN WITNESS WHEREOF, the parties have entered in Agreement the day and year first above written:
THIS SHARE PURCHASE AGREEMENT dated this __th day of _________, 2011 between:
And
(Hereafter referred to as PART FOUR AND FIVE)
The Parties ONE,TWO AND THREE are hereinafter collectively called as SELLERS and Party Three and Four is called as BUYER
WHEREAS:
1. The SELLERS are desirous of selling 10000 number of equity shares ( 5000 shares of PART ONE, 5000 shares of PART TWO )
"Shares") of _______________________________PRIVATE LIMITED and BUYER has agreed to purchase the Shares at a purchase price of Rs 10 per Share.
NOW THEREFORE, all the Parties hereto hereby agree as follows:
2. SALE OF THE SHARES
Subject to the terms and conditions of this Agreement, and in
consideration for the payment of the Consideration, the SELLER shall sell and transfer to the buyer, and buyer shall purchase such shares from the SELLER.
3. CONSIDERATION
The consideration for the purchase of the Shares shall be Rupees 5 for
each Share constituting an aggregate consideration of Rupees 100000 (Rupees One Lakhs only)
for all 10000 Shares.
4 SPECIAL CONDITIONS
(i) Conquer Educational Consultants is a limited liability company duly organised, validly existing, and in good standing under the laws of India and is duly qualified and licensed to do business.
(ii) the SELLER has full power and authority to enter into this
Agreement and to take any action and execute any documents required by the terms hereof;
(iii) all the Shares are legally owned by the SELLER free from all Liens, and the SELLER is entitled to sell and transfer to BUYER the ownership of the said Shares in accordance with the terms of this Agreement; and
(iv) the SELLER has not entered into any agreement or arrangement to sell, transfer, assign, create a Lien or otherwise dispose of the Shares to any Person other than in accordance with this Agreement.
(v) The sellers hereby declare that there are no liabilities in the company and any liabilities arising due to the transactions entered into prior to this date shall be the sole responsibility of the sellers. The buyers will not be in any way responsible for any liabilities incurred prior to this date.
(vi) No rights or liabilities under this Agreement shall be assigned by any of the Parties hereto without the prior written consent of the other Party.
(vii) This Agreement supersedes all prior discussions and agreements
(whether oral or written, including all correspondence) if any,
between the Parties with respect to the subject matter of this
Agreement, and this Agreement contains the sole and entire
agreement between the Parties hereto with respect to the subject
matter hereof.
(viii)Any provision of this Agreement which is invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, without affecting in any way the remaining provisions hereof.
5. ARBITRATION
Any and all differences, disputes or questions arising out of or under or incidental to this agreement shall be resolved by recourses to arbitration to be conducted by a panel of three arbitrators, one of whom would be appointed by SELLER, one by BUYER and the third by the two arbitrators so appointed and shall be conducted in accordance with the Arbitration Act,1966. The venue of arbitration shall be Hyderabad and the Arbitration Award shall be final and binding on the parties.
IN WITNESS WHEREOF, the parties have entered in Agreement the day and year first above written:
