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I am a part owner of a company and the company is buying out…

Customer Question
Hi, I am a...

Hi, I am a part owner of a company and the company is buying out the shares of one of the other owners. I have drafted a share purchase agreement and need to have it reviewed. Thanks!

Lawyer's Assistant: Because laws vary from state to state, can you tell me where the company is registered?

Delaware

Lawyer's Assistant: Has anything been filed or reported?

We've been operating for 5 years, filing returns each year which identify the 3 shareholders, but nothing has been filed yet for this transaction

Lawyer's Assistant: Anything else you want the lawyer to know before I connect you?

I think that's it

Submitted: 2 months ago.Category: Legal
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Answered in 6 minutes by:
12/21/2017
Lawyer: Law Educator, Esq., Attorney replied 2 months ago
Law Educator, Esq.
Category: Legal
Satisfied Customers: 121,859
Experience: JA Mentor -Attorney Labor/employment, corporate, sports law, admiralty/maritime and civil rights law
Verified

Thank you for your question. I look forward to working with you to provide you the information you are seeking for educational purposes only. Please feel free to ignore any phone service request, the expert does not send those unless asked by customer and they are sent by the site automatically.

What is the document and what are the questions you have for us about the sales agreement?

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Customer reply replied 2 months ago
Hi, I want to keep it simple but cover all the bases - we are going to pay him a total of $500k payable $300k by 31 Jan, $100k by 31 March 2018, and $100k by 30 June 2018. But I want the shares to be deemed transferred by 31 Jan 2018 prior to completing all payment
Lawyer: Law Educator, Esq., Attorney replied 2 months ago

Thank you for your reply.

You can set those terms in your agreement where it states shares will transfer by X date and payments will be made in accordance to the schedule you set up. That is perfectly acceptable for a contract.

Please do not forget to leave positive feedback by clicking on the 5 stars at the top of your page, as the experts are not employees of the site and get no credit for spending time with customers unless they leave positive feedback. Thank you.

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Customer reply replied 2 months ago
Hi, thank you - I'd actually prefer to send you the entire agreement and have you charge more - it's 3 pages. Does that make sense - happy to cut and paste it into this window
Customer reply replied 2 months ago
Ok, attached
Customer reply replied 2 months ago
Also, need language that he resigns as a Director, effective 31 January 2018. Thank you!
Lawyer: Law Educator, Esq., Attorney replied 2 months ago

Thank you for your reply

I cannot attach the link back, so I will give you the paragraphs you should consider changing here and you can copy them into your agreement:

1) Above payments will carry senior secured preferential creditor ranking and will be paid ahead of any other creditors, including other secured creditors. In the event of a delay on the above payments, they will carry a 10% annual interest rate, paid .833% per month commencing the month following the due dates(April 2018 and July 2018).

2) The closing of the purchase and sale of the Shares (the "Closing") will take place on January 31, 2018 (the "Closing Date") at the offices of the Seller or at such other time and place as the Seller and the Purchaser mutually agree. At Closing, 100% of Sellers shares will be deemed to be fully transferred to Buyer. Upon closing Seller shall officially resign as director as of January 31, 2018.

Otherwise the terms are written fine unless you want to change something.

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