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Fillable Printable Stock Sale and Purchase Agreement

Fillable Printable Stock Sale and Purchase Agreement

Stock Sale and Purchase Agreement

Stock Sale and Purchase Agreement

STOCK SALE AND PURCHASE AGREEMENT
This STOCK SALE ANDPURCHASE AGREEMENT (this “Agreement”) is made by
and between___________________________ (the “Seller”) and
____________________________ (the “Buyer”). The Sellerand the Buyer are also referred to
herein individually as a “Party” and collectively as the “Parties.”
W I T N E S S E T H:
WHEREAS, the Seller owns _________________ sharesof common stock (the
“Shares”) of HCSBFinancial Corporation(the “Company”), and desires to sell the Shares to the
Buyer; and
WHEREAS, the Seller has agreed to sell and the Buyer has agreed to buy the Shares, and
the Parties desire to set forth the terms and conditions governing the purchase and sale of the
Shares.
NOW, THEREFORE, for and in considerationof the premises, the mutual agreements
and covenants herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1.Agreementto Sell and Purchase the Shares. In consideration of, and in express
reliance upon, the representations and warranties of the Seller and the Buyerin this Agreement,
the Seller hereby agrees to irrevocably transfer and convey the Shares to the Buyer, and the Buyer
hereby agreesto paythe aggregate purchaseprice of$_________________, or $_______per
share, for the Shares at the Closing (as defined below).
2.Closing. The closing of the purchaseand sale of the Sharesunder this
Agreementshall occursimultaneously with the execution of this Agreement bythe Parties.
Simultaneously herewith, the Buyer has delivered paymentof the purchase price listed above and
the Seller has surrendered to the Company's transfer agent (the Transfer Agent”)the certificate
representing the Shares, and has directed the Transfer Agent to issue a new certificate
representing the Shares to be registered in the name of the Buyer.
3.Representations and Warranties ofSeller. The Seller represents and warrants to
the Buyer as follows:
(a)The Seller has good, valid and marketable title to the Shares free and
clear of allmortgages, liens, pledges, security interests, charges, claims and other encumbrances
and defects of title of any nature whatsoever.
(b)No person has any right or otherclaimagainst Seller forany
commission, fee or other compensation as a finder or brokerin connection withthe transaction
contemplated by this Agreement.
4.Representations and Warranties of Buyer. The Buyer represents and warrants to
the Seller as follows:
(a)No person has any right or other claimagainst the Buyer for any
commission, fee or other compensation as a finder orbrokerin connection withthe transaction
contemplated by this Agreement.
(b)The Buyer is financiallycapable of bearingthe riskof loss of the
entire investmentrepresented by the Shares and is able to bear the economic risk of investment in
the Shares for an indefinite period of time.
5.Miscellaneous.
(a)This Agreementcontains all of the promises, agreements, conditions,
terms, understandings, warranties and representations of the Parties with respect to the
transactionsand businessrelationships contemplated thereby and herein,and there are noother
promises, agreements, conditions, understandings, warranties or representations, oral orwritten,
express or implied, amongthem otherthan as set forth in this Agreement. This Agreement
supersedes all prioragreements and understandings among the Parties with respect to its subject
matter.
(b)This Agreement and all amendments, modifications,authorizations
or supplements to this Agreement and the rights, duties, obligations and liabilities of the Parties
under such document will be determined in accordance with the applicable provisions of the laws
of the State of South Carolina, without reference to its doctrines or principles of conflicts of laws.
(c)This Agreement will be binding upon and inure to the benefit of the
Parties, their personal and legal representatives, guardians, successors and assigns.
(d)Neither Partymayassign this Agreementor any of the rights,
interests, or obligations hereunder without the prior written approval of the other Party.
(e)This Agreementmay be executed in any number of counterparts and
by the parties hereto in separate counterparts, each of which when so executed and delivered shall
be deemed an original and all of which counterparts when taken together shall constitute but one
and the same instrument.
IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as
of the dates set forth below.
Date
BUYER”
Print Name:
Date
SELLER”
Print Name:
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