(a) Sale of shares agreement - existing shareholder remains

Sale of shares agreement where existing shareholder remains. This document is ideal where one or more shareholders remain with the company and one or more sell the shares either to existing shareholders or outsiders.

Sample

"RECITALS:

A. The Company is incorporated in the State of Victoria and has an issued share capital of «a37» ordinary shares fully paid in the capital of the Company.

B. The Company conducts the business of «a39» and associated activities under the name and style of «a40» at or from the business premises situate at «a4».

C. «a28» is the holder of «a32» ordinary shares fully paid in the capital of the Company and «a29» is the holder of «a33» ordinary shares fully paid in the capital of the Company.

D. «a28» and «a29» have agreed to sell to «a30» and «a31» who have agreed to purchase from them the Sale Shares for the consideration and upon and subject to the terms and conditions of this Agreement.

E. The Parties have agreed upon certain matters relating to the manner in which the Company is to be conducted including administration, financing and management and now wish to record such agreement in writing.

F. The Parties have further agreed that their relationship is to be governed by this Agreement.

G. The Shareholders have effected and acquired the Policy of Insurance ("the Policy") on the lives of the Covenantors.

H. The Policy provides for the payment to the deceased’s Covenantors legal personal representative of the benefit upon the death or disablement of any of the Covenantors.

I. The Parties have further agreed upon the manner in which the benefits and proceeds derived from the Policy are to be distributed and applied.

J. As at the «a42» the amount standing to the credit of the loan account of the Vendor with the Company and the indebtedness of the Company to the Vendor was «a56» (which indebtedness is hereinafter referred to as "the loan account debt").

K. The Vendor has agreed to assign the benefit of the loan account debt and the benefit of all its rights in respect thereof and all its right, title and interest whatsoever in respect of or relating to the loan account debt to the Purchaser upon and subject to the terms and conditions hereinafter provided.

3.1 The Vendor agrees to sell and transfer to the Purchaser who agrees to purchase the Sale Shares with effect as and from the Completion Date, free from all Mortgages and including the Accrued Rights for the price and upon and subject to the terms and conditions of this Agreement..

3.2 It is a further condition of this Agreement that the sale and purchase of the Sale Shares and adoption of procedures set out in Clause 5 will be completed simultaneously on the Completion Date.

3.3 The Vendor assigns to the Purchaser all its right, title and interest whatsoever in and to the loan account debt, and all its right, title and interest to receive payment thereof from the Company.

3.4 The Vendor agrees and declares that as from the date of this Agreement it has no further right, title, interest or claim whatsoever in and to the loan account debt and forever releases and discharges the Company from all claims and demands whatsoever which it has or may have had in relation to any moneys which may be owing to it on any account whatsoever by the Company save and except for the moneys assigned by the Vendor to the Purchaser which moneys the Vendor irrevocably directs the Company to pay to the Purchaser.

3.5 The parties hereto give notice to the Company of the terms of the assignment hereinbefore set out which notice must be deemed to be given by the delivery of a copy of this Agreement to the Company who by its execution hereof acknowledges receipt and due delivery.

3.6 The Company acknowledges its obligation to pay the loan account debt and that there are no counterclaims nor set offs in relation thereto. "