(i) Sale of shares/units agreement incorporating business/assets

Sale of shares and sale of units agreement incorporating business and assets

Sample

"RECITALS:

A The Trustee is the Trustee of «a15» ("the Unit Trust").

B The Unit Vendor holds «a16» units in the Unit Trust.

C The Share Vendor holds «a17» shares in the Company.

D The Unit Vendor has agreed to sell and the Unit Purchaser has agreed to purchase the Unit Vendor's «a16» units in the Unit Trust ("the Units").

E The Share Vendor has agreed to sell and the Share Purchaser has agreed to purchase the Share Vendor's «a17» shares in the Company ("the Shares").

F The Unit Trust has not vested as at the date hereof.

G The Trustee and the Company consents and agree to the purchase and sale in accordance with the terms of this Agreement and agree to give effect to its provision.

2 PURCHASE PRICE

2.1 The Unit Vendor and the Share Vendor agree to sell and the Unit Purchaser and the Share Purchaser agree to purchase the Units and Shares respectively (incorporating the Business and the assets) for the purchase price of «a20» (“the Purchase Price”) determined as follows:-

PP = (A + B + C + D + E + F + G) + OR – H, and,

A: is the sum of $«a22» as the consideration for the Shares;

B: is the sum of $«a21» as the consideration for the Units;

C: is the value of stock-in-trade ………………………….

D: is the value of stock-in-trade which is between 12 months and ……………………………………….

E: is the value of stock-in-trade which is more than 24 months old …………………………..

F: is the difference between Beneficiaries Loans and Beneficiaries Borrowings as set out in Clause 5 above;

G: is the value of the motor vehicle assumed and retained by the Share and Unit Vendor………………………….

H: is the sum of apportional outgoings ……………………

PP: is the total Purchase Price.

2.2 The Purchase Price must be paid by the Share and Unit Purchaser to the Share and Unit Vendor in the following manner, namely…………………….. "