replied 1 year ago.
THIS AGREEMENT is dated 2016
(A) The Seller is the registered holder of 52 ordinary shares of £1.00 each in the capital of the Company (each a Share and together the Shares).
(B) Pursuant to an ordinary resolution approved at a general meeting of the Company held on 2016, the Company’s shareholders have approved the final form of this agreement in accordance with section 694 of the Companies Act 2006.
(C) The Seller has agreed to sell and the Company has agreed to buy the Shares subject to the terms of this agreement.
(D) It is proposed that, once purchased by the Company, the Shares shall be cancelled.
IT IS AGREED THAT:
1.1 The definitions and rules of interpretation in this clause and in the background section (above) shall apply in this agreement.
Encumbrance any interest or equity of any person (including any right to acquire, option or right of pre-emption) or any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention or any other security agreement or arrangement.
1.2 Clause headings shall not affect the interpretation of this agreement.
1.3 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.4 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.5 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors, successors and permitted assigns.
1.6 A reference to a party shall include that party’s personal representatives and permitted assigns.
1.7 A reference to writing or written includes fax but not email (unless otherwise expressly provided in this agreement).
1.8 References to clauses are to the clauses of this agreement.
2. Sale and Purchase of Shares
2.1 The Seller agrees to sell, or procure the sale of the Shares free from all Encumbrances for a total consideration of £1,250,000 and the Company agrees to purchase them and to pay such consideration to the Seller.
2.2 The Seller warrants to the Company that on the date of this agreement and immediately prior to completion of the transfer taking place under clause 2.5 it is the sole legal and beneficial owner of the Shares and is entitled to transfer the legal and beneficial title to the Shares to the Company free from all Encumbrances, without the consent of any other person.
2.3 Each party warrants to the other on the date of this agreement and immediately prior to completion of the transfer taking place under clause 2.5 that it has the requisite power and authority to enter into and perform this agreement, and that the agreement constitutes valid, legal and binding obligations on that party in accordance with its terms.
2.4 Each party warrants to the other, on the date of this agreement and immediately prior to completion of the transfer taking place under clause 2.5, that the execution and delivery of this agreement and the documents referred to in it, and compliance with their respective terms shall not breach or constitute a default:
2.4.1 under its articles of association, or any other agreement or instrument to which it is a party or by which it is bound; or
2.4.2 any order, judgment, decree or other restriction applicable to it.
2.5 Subject to Shareholder Approval, completion of the sale and purchase of the Shares shall take place on execution of this agreement when the Seller shall deliver his share certificate or other evidence of title to the Shares to the Company and the Company shall satisfy its obligation to pay the consideration due in respect of the Shares by payment of the sum of £1,250,000 to the Seller by way of telegraphic transfer for same day value to the Seller’s account. The details of which are to be provided in writing by the Seller to the Company.
3. Further Assurance
The Seller shall (at the cost of the Company) promptly execute and deliver such documents, perform such acts and do such things as the Company may require from time to time for the purpose of giving full effect to this agreement.
Neither party shall assign, transfer, mortgage, charge, declare a trust over, or deal in any other manner with any of its rights and obligations under this agreement.
5. Entire Agreement
This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
6. Costs and Stamp Duty
Each party shall pay its own costs in connection with the negotiation, preparation and execution of this agreement. All stamp duty (including fines, penalties and interest) that may be payable on or in connection with this agreement and any instrument exec