OPTION TO PURCHASE STOCK
THIS OPTION IS ENTERED INTO ON THE __ day of _______ , 20 __ by and between ______ , hereafter “ ____ “, and ______________ , hereafter “ ____ “, on the terms and for the purposes hereafter set forth.
Whereas, ________ is the owner of __ per cent ( __ %) of the issued and outstanding shares of __ a _____ corporation, hereafter “the corporation”, and ___________ is the owner of ______ per cent ( ___ %) of the issued and outstanding shares in the corporation, and
Whereas, _______ desires to purchase the shares held by _________ and ________ desires to sell said shares to _____ on theterms provided for herein.
THEREFORE, FOR AND IN CONSIDERATION OF TEN DOLLARS ($10.00) and other good and valuable consideration the undersigned __________ does hereby grant and convey unto _______ an irrevocable option to purchase all of the shares of the corporation owned by ________ on the following terms:
1. PURCHASE PRICE: the purchase price of said shares shall be One Million Dollars ($1,000,000.00) plus an amount equal to twenty per cent (20%) of the undistributed earnings of the corporation as of the sale date which are taxable to __________ .
- SALE DATE: this option is exercisable at any time from the date hereof until effects a sale of the corporation or its assets to third parties. _________ may exercise this option by giving ________ three (3) days notice of the sale date to be determined by . At closing _______ shall deliver said shares to in exchange for the Purhase Price.
- CONDITION PRECEDENT: In no event shall __________ be obligated to sell said shares on the terms hereof unless simultaneous with the sale of said shares the corporation pays in full the corporation’s outstanding promissory note held by plus all accrued interest.
Upon payment of said note _____________ agrees to release all security interests in the collateral securing said note including the assets of the corporation and the shares owned by _____________ .
- COOPERATION IN SALE: ______________ agrees during the term of this option to vote his shares and the shares of ___________ pledged to ___________ in a manner consistent with ‘s desires to sell the corporation or its assets. However, in no event shall such sale require __________ to make or provide the purchaser with any representations, warranties or indemnifications.
- NOTICE: Notice to __________ of intent to exercise this option shall be deemed given if given personally to _____________ in writing or three (3) days after deposit of written notice in the U. S. Mail postage prepaid, certified, return receipt requested addressed to ___________ ___ at _______________ .
IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED THIS OPTION ON THE DATE FIRST MENTIONED.
STATE OF __________________
COUNTY OF ________________
PERSONALLY appeared before me, the undersigned authority in and for the county and state aforesaid, the within named _________________ , who acknowledged to me that he signed and delivered the above and foregoing instrument on the date and year therein mentioned.
GIVEN under my hand and official seal, this the ___ day of ____ , 20 ___ .
MY COMMISSION EXPIRES:
STATE OF ____________________
COUNTY OF _______________________
PERSONALLY appeared before me, the undersigned authority in and for the county and state aforesaid, the within named ___________ , who acknowledged to me that he signed and delivered the above and foregoing instrument on the date and year therein mentioned.
GIVEN under my hand and official seal, this the __ day of ___ , 20 ___ .
MY COMMISSION EXPIRES:
State Specific Option Forms
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