STOCK PURCHASE AND SALE AGREEMENT
This Stock Purchase and Sales Agreement made as of this day of
(hereinafter called Agreement), by and between XYZ Corp.,a_____ corporation, with a principal office at
(hereinafter called XYZ) and ABC Inc.,a____corporation with a principal office at (hereinafter called ABC),
WHEREAS XYZ wishes to sell and ABC wishes to purchase, all of the shares of capital
stock owned by XYZ in Venture Corp., on terms and conditions herein set forth,
NOW THEREFORE, the parties hereto agree as follows :
Article 1.
XYZ shall sell and ABC shall purchase, at the purchase price provided for below, the Shares of held by XYZ upon the terms and conditions of this Agreement, such sale and purchase to be consummated at the Closing as set forth below.
Article 2.
The purchase price shall be U$ payable in full at the Closing by .
Article 3.
The obligations of XYZ to sell and of ABC to purchase as provided for herein, is contingent upon the agreement and acceptance of each of the parties hereto, to the terms of a certain joint venture dissolution agreement whereby the joint venture agreement presently existing between ABC and is to be dissolved. Acceptance or nonacceptance of the terms of the above referenced dissolution agreement by each of the parties hereto, shall be communicated to the other party in writing within a reasonable time after said dissolution agreement has been drafted in final from and/or executed by the parties hereto.
Article 4.
The Closing of if the transaction by this Agreement shall occur at a time and place to be mutually agreed upon by the parties subject to the condition set forth in Article 3 above. At the Closing there shall be delivered to ABC duly endorsed stock certificate(s) representing the Shares being purchased hereunder ; and ABC will deliver to XYZ the purchase price provided for in Article 2 hereof.
Article 5.
This Agreement becomes valid upon its execution by the parties hereto subject to an
approval of the Government for ABCs purchase of the shares contemplated
herein. ABC shall apply for such approval to the Government and
immediately inform XYZ of its obtaining the approval. |
2008.04.15
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