Instructions: Please do not fill in any spaces other than the signature line. The purpose of this sale is to allow the company to exercise its purchase option under the contract, without the need to sign additional signatures from the founder. If there is only one shareholder, it may not be necessary to enter into a share purchase agreement because, in most cases, the company`s shares and assets are sold simultaneously. The official share purchase agreement documents the sale of shares to the founders of a Delaware company. It will list the number of shares purchased and at what price. An important provision of this agreement is the option to purchase or vesting that can be placed on the share sold. 2.4. The buy-back option is exercised by the company, if so, by written notification to the founder or, in the event of the founder`s death, the founder`s executors and, by (i) delivery to the founder`s founder`s founder`s founder or executor, a cheque payment equal to the purchase price, (ii) by cancellation of the debt at the purchase price or (iii) by a combination of (i) and (ii) price. To the extent that one or more certificates constituting unpublished shares may have been previously delivered in trust to the founder, the founder will deliver to the Secretary of the Company, before the closing date of the transaction, the certificates constituting the unreleased shares to be repurchased, each certificate must be properly received. After the delivery of this notification and the payment of the full purchase price, the company becomes the legitimate and economic beneficiary of the unsecharged shares repurchased and all related rights and interests, and the company has the right to retain the number of unsecharged shares purchased by the company and transfer them to its own name. , without further action from the founder. 13.2.
Independent Tax Council. The founder believes that the founder consulted with all tax advisors whom the founder deems appropriate with respect to the acquisition of the shares or the filing of the option under Section 83 (b) and similar tax provisions. The founder understands the tax implications of submitting (not filing) a Section 83 election (b) under the 1986 internal income code as amended (the “code”). The filing of an election under Section 83 (b) is the responsibility of the founder. Selling shares differs from selling assets for several reasons. Selling shares rather than assets has tax advantages because it has a lower capital gains tax rate. The sale of assets may include the sale of equipment, licenses or even intellectual property. 16.4.
Successor and plenipotentiary. The rights and benefits of the company under this agreement are transferable to one or more persons or entities, and all imerts and agreements concluded in this framework will benefit the successors and beneficiaries of the transfer of the company and will be enforceable. The rights and obligations of the founder of this contract can only be transferred with the prior written consent of the company, and any presumed assignment is null and void.