STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made this day of , 20 , between ,
a corporation of the State of , hereafter “Corporation”; and hereafter “Stockholders”, who own all the outstanding capital stock of the Corporation.
The purpose of this Agreement is (1) to provide for the sale by a Stockholder during lifetime, or by a deceased Stockholder’s Estate, of his interest in the Corporation, and for the purchase of such interest by the Corporation, at a price fairly established; and (2) to provide all or a substantial part of the funds for the purchase.
THEREFORE, in consideration of the mutual promises and obligations set forth hereafter, each party hereto agrees as follows:
At this time, the outstanding capital stock of the Corporation consists of One Hundred (100) shares, and each Stockholder’s interest is as follows:
owns Fifty (50) shares;
owns Fifty (50) shares;
The Stock Certificates evidencing such shares have been or will be endorsed as follows:
“The sale or transfer of this certificate is subject to a Stock Purchase Agreement dated ,
20 , a copy of which is on file with the Secretary of the Corporation.”
While this Agreement is in effect, no Stockholder shall have any right to assign, encumber, or dispose of his stock except as provided herein. The existence of the Agreement, however, shall not affect each Stockholder’s right to vote his stock and receive any dividends thereon until such time as he, or his personal representative, has received the purchase price for such stock, as provided herein.
Upon the death of a Stockholder, his Estate shall sell, and the Corporation shall purchase, all of the shares of stock owned by the Stockholder at the time of his death, for the price and upon the terms provided herein.
If a Stockholder desires to sell or otherwise dispose of all or any part of his stock during his lifetime, he shall give the Corporation and each of the other Stockholders written notice of his intention. If there is a prospective transferee other than the Corporation or the existing Stockholder, such notice shall state the name and address of such transferee and the terms and conditions of the proposed transfer.
Upon receipt of such written notice, the Corporation shall have the right to purchase all of the shares of stock offered for sale or transfer. The purchase price shall be the amount established in Article IV below; provided, however, that if a lower price was stated in the notice to the Corporation, it shall have the right to purchase at such lower price.
If the Corporation fails to purchase all of the shares offered for sale within thirty (30) days after receipt of the notice, the other Stockholder shall have an additional thirty (30) days within which to purchase the unsold shares for the same price.
The Corporation and the Stockholders shall individually have the right to pay for any shares they purchase either in cash or upon the following terms (or upon any more favorable terms offered to a prospective transferee as stated in the written notice): twenty percent (20%) of the purchase price in cash upon the date of exercise of the option to purchase; the balance in equal installments evidenced by a series of ten (10) promissory notes, the first note payable twelve (12) months from the date of exercise of the option and the remaining notes payable at annual intervals thereafter, with interest at the rate of prime plus one (1%) per annum payable on each note at its maturity. Each promissory note shall include and be subject to the provisions of Article IX. hereof.
Unless the Corporation or the other Stockholder purchase all of the stock offered for sale within the successive time periods allowed, upon expiry of the last such period, the stock may be disposed of to the person and upon the terms and conditions described in the notice, or to any other person or persons; provided only that the notice and first offer procedure described above is repeated in connection with every other intended transfer.
Upon every sale or other disposition of an interest in the Corporation under this Article, the Secretary of the Corporation shall transfer record ownership to the new owner(s) on the books of the Corporation. Any changes in the respective ownership interests of the Stockholders resulting from a purchase and sale between Stockholders which does not terminate this Agreement as provided in Article VIII. hereof, shall also be recorded in Schedule “A” attached hereto.
At this time, the total value of the capital stock of the Corporation for the purposes of this Agreement, is
$ , which is $ per share. This value shall remain effective for the purposes herein until there is a redetermination of value as hereafter provided.
At the end of each fiscal year, the Corporation and the Stockholder shall redetermine the value of the capital stock and shall indicate the redetermination by endorsement on Schedule “B” attached hereto, in the following form:
“The total value of the stock of as of , 20 , for the
purposes of this Agreement, shall be $ , which is $ per share.
Dated: , 20 .
The last value determined and set forth in Schedule “B” shall be controlling for the purposes of this Agreement, except that if there has been no redetermination of value within two (2) years prior to a Stockholder’s death, the value of the deceased Stockholder’s interest in the Corporation shall be determined by adjusting the last value set forth in Schedule “B” to reflect any increases or decreases in the capital and retained earnings of the Corporation from the date of the last agreed valuation to the date of death, such increases or decreases to be determined by the accounting firm regularly retained by the Corporation. In determining the value of a deceased Stockholder’s interest in the Corporation after his death, the excess of death claim proceeds over the cash values of the life insurance policies on his life which are subject to this Agreement at the time of his death shall not be taken into account.
The purchase price for each share of stock upon a Stockholder’s death shall be the last per share value set forth in Schedule “B” or the value determined as above, except that in no event shall the purchase price for the deceased Stockholder’s entire interest in the Corporation be less than an amount equal to $ .
To assure that all or a substantial part of the purchase price of a deceased Stockholder’s shares will be
available in cash upon his death, the Corporation has purchased insurance on the lives of the Stockholders from , as follows:
Policy No. Amount Insured Beneficiary
The Corporation may, from time to time, procure additional policies on the Stockholders’ lives to effectuate this Agreement. It may also releas+e policies from the Agreement; increase, decrease or make other changes in existing policies; or substitute other life insurance policies on the same life or lives for any policies subject to this Agreement. The Stockholders hereby agree to do all things necessary to enable the Corporation to obtain additional insurance on their lives or make changes in existing policies.
The Corporation shall apply for and be the owner and primary beneficiary of all life insurance policies subject to this Agreement and shall pay the premiums on all such policies as they fall due. The Corporation may apply policy dividends to the payment of premiums. Proof of premium payments shall be furnished by the Corporation whenever a Stockholder requests such proof. If the Corporation fails to pay a premium within ten (10) days after it falls due, the insured shall have the right to pay such premium and to be reimbursed therefor by the Corporation.
So long as this Agreement remains in effect, it is expressly agreed that the Corporation shall exercise none of the rights or privileges granted to it as owner by the terms of the policies (such as the right to borrow upon, surrender for cash, change the beneficiary, or assign a policy) except with the written consent of all the Stockholders.
Any addition of policies or other changes affecting the insurance under this Agreement shall be recorded in Schedule “C” attached hereto, and at all times, the provisions of this Agreement shall extend to all policies recorded in said Schedule “C”.
The procedure upon the death of a Stockholder shall be as follows:
(A) The Corporation, as beneficiary, shall promptly file claims to collect in cash the death proceeds of all the policies on the deceased Stockholder’s life which are subject to this Agreement.
(B) Upon the collection of such proceeds and the qualification of a personal representative for the deceased Stockholder, the Corporation shall pay over to the personal representative an amount equal to the full proceeds collected, in part or in full payment for the deceased Stockholder’s shares.
(C) If the death proceeds of all the policies on the deceased Stockholder’s life is less than the total purchase price for his interest as provided herein, the Corporation shall either pay the balance forthwith in cash, or in lieu of such cash payment, shall execute and deliver to the personal representative, a series
of six (6) promissory notes of equal amount (except that the note last falling due may be for a lesser remaining balance), payable to his order. The first note shall be payable six (6) months after its execution date, and the remaining notes shall be payable at semi-annually thereafter, with interest at the rate of ten (10%) per annum, the interest on each note shall be payable at its maturity. Each promissory note shall include and be subject to the provisions of Article IX. hereof.
(D) The personal representative of the deceased Stockholder shall promptly execute (and shall cause any other party or parties whose signatures may be necessary to transfer a complete title to the deceased Stockholder’s shares to execute) and, concurrently with receipt of the full purchase price for the deceased Stockholder’s shares (either in cash, or in cash and notes, as provided above), shall deliver all instruments necessary to effectuate the transfer of the deceased Stockholder’s shares to the Corporation. Transfer of such shares shall be made free and clear of all taxes, debts, claims or other encumbrances whatsoever, except for that represented by any promissory notes given under paragraph (C).
Each Stockholder shall have the right to purchase from the Corporation, any policy or policies on his life which are subject to this Agreement, (A) upon disposing of all of his stock during his lifetime as provided in Article III. above; or (B) upon the termination of this Agreement during his lifetime under any of the circumstances enumerated in Article VIII. below. This right of purchase shall be exercised as to each policy by paying to the Corporation, in cash, an amount equal to the cash surrender value as defined in the policy, adjusted to the date of transfer of ownership of the policy to the purchaser.
This Agreement may be amended at any time in any particular way by a writing signed by all the Stockholders.
This Agreement shall terminate upon:
(A) The written Agreement of the Corporation and all the Stockholders;
(B) The dissolution, bankruptcy or insolvency of the Corporation;
(C) The death of all Stockholders simultaneously, or within a period of thirty (30) days; or upon the death of the last surviving Stockholder or Stockholders at any time before the purchase and sale under this Agreement of the interest in the Corporation of any other Stockholder to die;
(D) The sale or other disposition of all of a Stockholder’s stock during his lifetime to any party or parties except the Corporation or any other Stockholder or Stockholders; or
(E) Acquisition by the Corporation of the interest of the Stockholder whose death leaves only one (1) surviving Stockholder a party to this Agreement.
Each promissory note given under Articles III and VI above shall include and be subject to the following provisions:
1. Each note shall provide that in the event of default of principal or interest for a period of ten (10) days, at the election of the holder all notes of the series shall, without further notice, immediately become due and payable.
2. Each note shall provide that its maker agrees to pay the reasonable expenses of collection in the event of default, including reasonable attorney’s fees.
3. Each note shall provide for prepayment in whole or in part at any time without penalty, but only with the consent of the holder. Such right of prepayment shall apply to those notes last due in the series in inverse order.
4. Each note shall be secured in a manner acceptable to all parties at the time the notes are given.
This Agreement shall be binding upon the Stockholders, their heirs, legal representatives, successors and assigns and upon the Corporation, its successors or assigns.
The Corporation, the Stockholders, the personal representative of any deceased Stockholder, and all other parties bound by this Agreement shall promptly execute and deliver any and all papers or instruments necessary or desirable to carry out the provisions of this Agreement.
If, at any time, the provisions of applicable statutes or of its charter or by-laws prevent the Corporation from making a purchase required hereunder, the Corporation and the Stockholders shall take any action which may be necessary to enable the Corporation to make such purchase.
Any notice provided for under this Agreement shall be deemed duly given if delivered or mailed by certified or registered mail to the party entitled to receive such notice at the address of such party contained in the records of the Corporation.
This Agreement shall be construed according to the laws of the State of .
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.
CHANGES IN STOCKHOLDER OWNERSHIP
As of the date of this Agreement:
Fifty (50) Shares
Fifty (50) Shares
As of the day of , 20 .
REDETERMINED VALUE OF CAPITAL STOCK
For the purpose of this Agreement, the value of the capital stock is redetermined to be $ which
is $ per share.
This the day of , 20
INITIALS: _________________ ________________ ________________
By: ______________ _________________ _________________
CHANGES IN INSURANCE POLICIES
Insurance policies on the lives of the Stockholder is changed as follows:
This the day of , 20 .
_____________ ________________ ________________
By: _________ ________________ ________________
State Specific Stock Forms
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