AGREEMENT FOR SALE BETWEEN TWO COMPANIES OF ALL CORPORATE ASSETS FOR SHARES 

Date: - __________________

Place: -__________________

___________________________

And

___________________________

 

WITNESSES as follows:

1. This sale and exchange will comprise the transfer to the buyer, or to a wholly-owned subsidiary of the buyer as designated by the buyer, of substantially all the assets, properties, business and goodwill of seller (and the assumption by the buyer of seller.s liabilities as specified) in exchange solely for shares of Rs. ________ Par value of _________ Company (called .ordinary share.), the parent controlling buyer through 100 per cent share ownership, the prompt dissolution of seller, and the distribution of ordinary share to the shareholders of seller according to their respective interests, all upon and subject to the terms and conditions of the agreement set forth. In the course of the reorganization, the shareholders of the seller will receive an ordinary share in exchange for their share in the seller.
2. Agreement dated ________ [year], between buyer, seller and _______, _______, ________ and __________ (which parties are referred to as the individuals.).
3. In order to consummate the foregoing sale and exchange, and in consideration of the mutual benefits to be derived and of the mutual agreements contained, the parties hereby agree as follows:
4. Seller and the individuals and each of them jointly and severally represent and agree that seller is a corporation duly incorporated, validly existing, and in good standing under the laws of India.
5. Subject to and in reliance upon the representations and agreements of seller, the individuals and buyer, and subject to the terms and conditions stated, seller agrees to convey, assign and transfer to buyer, and buyer agrees to acquire from seller, on the closing date, all of the properties and assets of the seller of every kind and description, and its business as a going concern, together with, but not limited to, cash, money on deposit, the goodwill of the business carried on by the seller, including the right to the use of its name, trade names, brand names and trademarks, and all of its customer lists, credit and sales records, and all other interests, including chooses-in-action to which it has any right by ownership, use or otherwise, which the seller may own or in which it has a conveyable or assignable interest on the closing date, in exchange for
6.      _________ shares of ordinary share and
7. the assumption by buyer of any and all debts, contracts and other agreements, leases, licences and other arrangements and all obligations and liabilities of whatsoever kind or nature of the seller set forth on the balance sheet.
8. The closing of the exchange of ordinary share and the assumption of liabilities for the properties and assets to be conveyed, assigned and transferred shall be made at the office of buyer on _________ [date] (herein called the closing date), by the delivery of
9. certificates in such denominations as seller may request for the total number of shares of ordinary share to be delivered pursuant,
10. a written assumption of seller’s liabilities in the form set forth in . Exhibit A., and
11. the guarantee of the assumption if deliverable at the closing, against delivery by the seller of appropriate deeds, assignments, bills of sale and other documents of title.
12. Buyer, seller and individuals further agree: seller represents that it is acquiring the shares of ordinary share only for distribution in liquidation to the individuals as its shareholders, and agrees that it will use the shares only for that purpose.
13. The obligations of seller to make the above-mentioned conveyances and transfers of properties and assets to buyer is subject to the satisfaction or the waiver by the seller at or prior to the closing date of the condition that buyer shall have furnished seller with certified copies of resolutions duly adopted by the board of directors of buyer approving the execution and delivery to seller of this agreement, authorising the acquisition from seller of all the properties and assets of seller in exchange for ordinary share and the assumption by buyer of sellers liabilities.
14. The individuals and each of them, agree as shareholders of the seller, and as individuals, to take all action and to vote all shares of seller held by them in such manner that this agreement shall be carried out and consummated in accordance with its terms.
15. The individuals and each of them represents that they are acquiring the shares of ordinary share distributable to them upon the liquidation of the seller for investment and with no present intention of selling any of the shares.
16. The certificates representing the shares of ordinary share to be delivered to the individuals at or after the closing.

 

IN WITNESS WHEREOF etc.

 

WITNESSES:

 

1.

 

2.

 

 

[Signatures and seal of all the parties]