## Stock Purchase Agreement

This Stock Purchase Agreement (the "Agreement") is made and entered into as of [Date], by and between [Buyer Name], a [State] corporation with its principal place of business at [Buyer Address] (the "Buyer"), and [Seller Name], a [State] corporation with its principal place of business at [Seller Address] (the "Seller").

### 1.  Introduction

1.1. The Seller is the owner of all of the issued and outstanding shares of [Company Name] (the "Company").

1.2. The Buyer desires to purchase all of the issued and outstanding shares of the Company from the Seller.

1.3. The Seller desires to sell all of the issued and outstanding shares of the Company to the Buyer.

### 2.  Purchase and Sale of Shares

2.1. The Seller agrees to sell, and the Buyer agrees to purchase, all of the issued and outstanding shares of the Company (the "Shares") on the terms and conditions set forth in this Agreement.

2.2. The purchase price for the Shares (the "Purchase Price") shall be [Amount] (the "Purchase Price").

2.3. The Purchase Price shall be paid by the Buyer to the Seller in the following manner:

*   [Payment Method]

2.4. The closing of the transaction contemplated by this Agreement (the "Closing") shall take place on [Date] at [Time] at [Location] (the "Closing Date").

### 3.  Representations and Warranties

3.1. The Seller represents and warrants to the Buyer that:

*   The Seller is duly organized, validly existing and in good standing under the laws of the State of [State].
*   The Seller has full right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.
*   The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not violate any agreement to which the Seller is a party or any applicable law or regulation.
*   The Shares are duly authorized and validly issued and outstanding and are free and clear of all liens, encumbrances, restrictions or other limitations.
*   The Company is not in default of any material agreement to which it is a party.
*   The Company's financial statements have been prepared in accordance with generally accepted accounting principles.
*   The Company is not subject to any pending or threatened litigation or regulatory proceedings that could materially adversely affect its business or financial condition.

3.2. The Buyer represents and warrants to the Seller that:

*   The Buyer is duly organized, validly existing and in good standing under the laws of the State of [State].
*   The Buyer has full right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.
*   The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not violate any agreement to which the Buyer is a party or any applicable law or regulation.
*   The Buyer has the financial resources necessary to consummate the transactions contemplated hereby.

### 4.  Conditions Precedent

4.1. The obligations of the Buyer to purchase the Shares are subject to the satisfaction of the following conditions precedent:

*   The Seller shall have delivered to the Buyer all of the documents and information reasonably requested by the Buyer in connection with the transactions contemplated hereby.
*   The Seller shall have obtained all necessary corporate approvals and authorizations to sell the Shares.
*   The Buyer shall have obtained all necessary corporate approvals and authorizations to purchase the Shares.

4.2. The obligations of the Seller to sell the Shares are subject to the satisfaction of the following conditions precedent:

*   The Buyer shall have delivered to the Seller all of the documents and information reasonably requested by the Seller in connection with the transactions contemplated hereby.
*   The Buyer shall have obtained all necessary financing to purchase the Shares.

### 5.  Termination

5.1. This Agreement may be terminated by either party upon written notice to the other party if any of the following events occur:

*   Any of the conditions precedent to the Closing set forth in Section 4 hereof shall not have been satisfied on or before the Closing Date.
*   Either party shall have breached any material provision of this Agreement and shall not have cured such breach within [Number] days after written notice thereof.
*   Any event shall occur that makes it impossible or illegal for either party to perform its obligations under this Agreement.

### 6.  Indemnification

6.1. The Seller agrees to indemnify and hold harmless the Buyer from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or relating to:

*   Any breach of the representations and warranties made by the Seller in Section 3 hereof.
*   Any liability of the Company arising out of or relating to the period prior to the Closing.

6.2. The Buyer agrees to indemnify and hold harmless the Seller from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or relating to:

*   Any breach of the representations and warranties made by the Buyer in Section 3 hereof.
*   Any liability of the Company arising out of or relating to the period after the Closing.

### 7.  Governing Law

7.1. This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws provisions.

### 8.  Notices

8.1. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, postage prepaid, return receipt requested, or sent by overnight courier service, addressed as follows:

*   If to the Buyer:
    [Buyer Name]
    [Buyer Address]
*   If to the Seller:
    [Seller Name]
    [Seller Address]

8.2. Either party may change its address for purposes of this Section 8.1 by giving written notice to the other party in accordance with this Section 8.1.

### 9.  Entire Agreement

9.1. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations or agreements, whether oral or written.

### 10.  Waiver

10.1. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any other or subsequent breach.

### 11.  Severability

11.1. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

### 12.  Binding Effect

12.1. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

### 13.  Counterparts

13.1. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

**[Buyer Name]**

By: [Signature]

Name: [Printed Name]

Title: [Title]

**[Seller Name]**

By: [Signature]

Name: [Printed Name]

Title: [Title]

### **Case Laws**

**Relevant Case Laws:**

*   **[Case Name]** (Source: [Link to Case Law])
    *   This case is relevant because it deals with the legal principles governing stock purchase agreements in Kenya.
    *   The parties involved were [Parties Involved].
    *   The outcome of the case was [Outcome of the Case].
*   **[Case Name]** (Source: [Link to Case Law])
    *   This case is relevant because it deals with the legal principles governing the transfer of shares in Kenya.
    *   The parties involved were [Parties Involved].
    *   The outcome of the case was [Outcome of the Case].
*   **[Case Name]** (Source: [Link to Case Law])
    *   This case is relevant because it deals with the legal principles governing the interpretation of contracts in Kenya.
    *   The parties involved were [Parties Involved].
    *   The outcome of the case was [Outcome of the Case].

### **Sources**

*   [Source 1](https://www.lawinsider.com/dictionary/stock-purchase-agreement)
*   [Source 2](https://www.investopedia.com/terms/s/stockpurchaseagreement.asp)
*   [Source 3](https://www.pandadoc.com/stock-purchase-agreement-template/)
*   [Source 4](https://www.kenyalaw.org/caselaw/cases/view/182212)
*   [Source 5](https://www.kenyalaw.org/caselaw/cases/view/22529)
*   [Source 6](https://www.kenyalaw.org/caselaw/cases/view/259796)

### **TLDR**

This Stock Purchase Agreement outlines the terms and conditions for the purchase and sale of all issued and outstanding shares of [Company Name] by [Buyer Name] from [Seller Name]. The agreement includes representations and warranties, conditions precedent, termination provisions, indemnification clauses, governing law, and other relevant details.

### **Conclusion**

This Stock Purchase Agreement is a legally binding document that outlines the terms and conditions for the purchase and sale of shares in a company. It is important to consult with a legal professional to ensure that the agreement is drafted in accordance with Kenyan law and that it meets the specific needs of the parties involved.

***

### **Sample Stock Purchase Agreement**

***

This Stock Purchase Agreement (the "Agreement") is made and entered into as of [Date], by and between [Buyer Name], a [State] corporation with its principal place of business at [Buyer Address] (the "Buyer"), and [Seller Name], a [State] corporation with its principal place of business at [Seller Address] (the "Seller").

### 1.  Introduction

1.1. The Seller is the owner of all of the issued and outstanding shares of [Company Name] (the "Company").

1.2. The Buyer desires to purchase all of the issued and outstanding shares of the Company from the Seller.

1.3. The Seller desires to sell all of the issued and outstanding shares of the Company to the Buyer.

### 2.  Purchase and Sale of Shares

2.1. The Seller agrees to sell, and the Buyer agrees to purchase, all of the issued and outstanding shares of the Company (the "Shares") on the terms and conditions set forth in this Agreement.

2.2. The purchase price for the Shares (the "Purchase Price") shall be [Amount] (the "Purchase Price").

2.3. The Purchase Price shall be paid by the Buyer to the Seller in the following manner:

*   [Payment Method]

2.4. The closing of the transaction contemplated by this Agreement (the "Closing") shall take place on [Date] at [Time] at [Location] (the "Closing Date").

### 3.  Representations and Warranties

3.1. The Seller represents and warrants to the Buyer that:

*   The Seller is duly organized, validly existing and in good standing under the laws of the State of [State].
*   The Seller has full right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.
*   The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not violate any agreement to which the Seller is a party or any applicable law or regulation.
*   The Shares are duly authorized and validly issued and outstanding and are free and clear of all liens, encumbrances, restrictions or other limitations.
*   The Company is not in default of any material agreement to which it is a party.
*   The Company's financial statements have been prepared in accordance with generally accepted accounting principles.
*   The Company is not subject to any pending or threatened litigation or regulatory proceedings that could materially adversely affect its business or financial condition.

3.2. The Buyer represents and warrants to the Seller that:

*   The Buyer is duly organized, validly existing and in good standing under the laws of the State of [State].
*   The Buyer has full right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.
*   The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not violate any agreement to which the Buyer is a party or any applicable law or regulation.
*   The Buyer has the financial resources necessary to consummate the transactions contemplated hereby.

### 4.  Conditions Precedent

4.1. The obligations of the Buyer to purchase the Shares are subject to the satisfaction of the following conditions precedent:

*   The Seller shall have delivered to the Buyer all of the documents and information reasonably requested by the Buyer in connection with the transactions contemplated hereby.
*   The Seller shall have obtained all necessary corporate approvals and authorizations to sell the Shares.
*   The Buyer shall have obtained all necessary corporate approvals and authorizations to purchase the Shares.

4.2. The obligations of the Seller to sell the Shares are subject to the satisfaction of the following conditions precedent:

*   The Buyer shall have delivered to the Seller all of the documents and information reasonably requested by the Seller in connection with the transactions contemplated hereby.
*   The Buyer shall have obtained all necessary financing to purchase the Shares.

### 5.  Termination

5.1. This Agreement may be terminated by either party upon written notice to the other party if any of the following events occur:

*   Any of the conditions precedent to the Closing set forth in Section 4 hereof shall not have been satisfied on or before the Closing Date.
*   Either party shall have breached any material provision of this Agreement and shall not have cured such breach within [Number] days after written notice thereof.
*   Any event shall occur that makes it impossible or illegal for either party to perform its obligations under this Agreement.

### 6.  Indemnification

6.1. The Seller agrees to indemnify and hold harmless the Buyer from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or relating to:

*   Any breach of the representations and warranties made by the Seller in Section 3 hereof.
*   Any liability of the Company arising out of or relating to the period prior to the Closing.

6.2. The Buyer agrees to indemnify and hold harmless the Seller from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or relating to:

*   Any breach of the representations and warranties made by the Buyer in Section 3 hereof.
*   Any liability of the Company arising out of or relating to the period after the Closing.

### 7.  Governing Law

7.1. This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws provisions.

### 8.  Notices

8.1. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, postage prepaid, return receipt requested, or sent by overnight courier service, addressed as follows:

*   If to the Buyer:
    [Buyer Name]
    [Buyer Address]
*   If to the Seller:
    [Seller Name]
    [Seller Address]

8.2. Either party may change its address for purposes of this Section 8.1 by giving written notice to the other party in accordance with this Section 8.1.

### 9.  Entire Agreement

9.1. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations or agreements, whether oral or written.

### 10.  Waiver

10.1. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any other or subsequent breach.

### 11.  Severability

11.1. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

### 12.  Binding Effect

12.1. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

### 13.  Counterparts

13.1. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

**[Buyer Name]**

By: [Signature]

Name: [Printed Name]

Title: [Title]

**[Seller Name]**

By: [Signature]

Name: [Printed Name]

Title: [Title]

***


### Stock Purchase Agreement for a Company Buyout

---

#### Table of Contents

1. Introduction
2. Definitions
3. Purchase and Sale of Shares
4. Purchase Price
5. Representations and Warranties
6. Covenants
7. Conditions Precedent
8. Closing
9. Indemnification
10. Termination
11. Miscellaneous Provisions
12. Governing Law
13. Dispute Resolution
14. Signatures

---

### 1. Introduction

This Stock Purchase Agreement (the "Agreement") is made and entered into as of [Date], by and between [Seller's Full Name], a [Type of Entity] organized and existing under the laws of [Country/State], with its principal place of business located at [Seller's Address] (the "Seller"), and [Buyer's Full Name], a [Type of Entity] organized and existing under the laws of [Country/State], with its principal place of business located at [Buyer's Address] (the "Buyer").

### 2. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

- **"Shares"**: The [Number] shares of [Company Name], a [Type of Entity] organized and existing under the laws of [Country/State], with its principal place of business located at [Company Address] (the "Company").
- **"Purchase Price"**: The total consideration to be paid by the Buyer to the Seller for the Shares, as specified in Section 4.
- **"Closing Date"**: The date on which the closing of the transactions contemplated by this Agreement takes place, as specified in Section 8.

### 3. Purchase and Sale of Shares

Subject to the terms and conditions of this Agreement, the Seller agrees to sell, transfer, and deliver to the Buyer, and the Buyer agrees to purchase from the Seller, all of the Seller's right, title, and interest in and to the Shares.

### 4. Purchase Price

The Purchase Price for the Shares shall be [Amount] (the "Purchase Price"), payable in cash or other immediately available funds on the Closing Date.

### 5. Representations and Warranties

#### 5.1 Representations and Warranties of the Seller

The Seller represents and warrants to the Buyer that:

- The Seller is the sole legal and beneficial owner of the Shares, free and clear of any liens, claims, or encumbrances.
- The Seller has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.
- The execution, delivery, and performance of this Agreement by the Seller do not and will not violate any applicable law, regulation, or agreement to which the Seller is a party.

#### 5.2 Representations and Warranties of the Buyer

The Buyer represents and warrants to the Seller that:

- The Buyer has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.
- The execution, delivery, and performance of this Agreement by the Buyer do not and will not violate any applicable law, regulation, or agreement to which the Buyer is a party.
- The Buyer has sufficient funds available to pay the Purchase Price in full on the Closing Date.

### 6. Covenants

#### 6.1 Covenants of the Seller

The Seller covenants and agrees that, from the date of this Agreement until the Closing Date, the Seller shall:

- Conduct the business of the Company in the ordinary course and consistent with past practice.
- Not sell, transfer, or otherwise dispose of any of the Shares or any interest therein.

#### 6.2 Covenants of the Buyer

The Buyer covenants and agrees that, from the date of this Agreement until the Closing Date, the Buyer shall:

- Use its best efforts to obtain any necessary consents, approvals, or authorizations required to consummate the transactions contemplated by this Agreement.

### 7. Conditions Precedent

#### 7.1 Conditions Precedent to the Obligations of the Seller

The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver of the following conditions:

- The representations and warranties of the Buyer set forth in this Agreement shall be true and correct in all material respects as of the Closing Date.
- The Buyer shall have performed and complied with all covenants and agreements required to be performed or complied with by the Buyer under this Agreement on or before the Closing Date.

#### 7.2 Conditions Precedent to the Obligations of the Buyer

The obligations of the Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver of the following conditions:

- The representations and warranties of the Seller set forth in this Agreement shall be true and correct in all material respects as of the Closing Date.
- The Seller shall have performed and complied with all covenants and agreements required to be performed or complied with by the Seller under this Agreement on or before the Closing Date.

### 8. Closing

The closing of the transactions contemplated by this Agreement (the "Closing") shall take place on the Closing Date at the offices of [Law Firm/Company Name] located at [Address], or at such other place or by such other means (including electronic exchange of documents) as the parties may mutually agree.

### 9. Indemnification

#### 9.1 Indemnification by the Seller

The Seller agrees to indemnify, defend, and hold harmless the Buyer and its affiliates, officers, directors, employees, agents, and representatives from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from:

- Any breach of any representation, warranty, covenant, or agreement of the Seller contained in this Agreement.
- Any claim or action by any third party relating to the ownership of the Shares prior to the Closing Date.

#### 9.2 Indemnification by the Buyer

The Buyer agrees to indemnify, defend, and hold harmless the Seller and its affiliates, officers, directors, employees, agents, and representatives from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from:

- Any breach of any representation, warranty, covenant, or agreement of the Buyer contained in this Agreement.
- Any claim or action by any third party relating to the ownership of the Shares after the Closing Date.

### 10. Termination

This Agreement may be terminated at any time prior to the Closing:

- By mutual written consent of the Seller and the Buyer.
- By either the Seller or the Buyer if the Closing has not occurred on or before [Date], provided that the terminating party is not in material breach of any of its obligations under this Agreement.

### 11. Miscellaneous Provisions

#### 11.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the parties.

#### 11.2 Amendments and Waivers

No amendment or waiver of any provision of this Agreement shall be valid unless it is in writing and signed by the parties hereto.

#### 11.3 Assignment

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party.

#### 11.4 Notices

All notices, requests, demands, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, sent by registered or certified mail (return receipt requested), or sent by a recognized overnight courier service, to the addresses of the parties set forth above or to such other address as a party may specify by notice in writing to the other party.

### 12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya, without regard to its conflict of laws principles.

### 13. Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the rules of the Chartered Institute of Arbitrators, Kenya Branch. The place of arbitration shall be Nairobi, Kenya, and the language of the arbitration shall be English.

### 14. Signatures

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

---

**Seller:**

_________________________  
[Seller's Full Name]  
[Title]  
[Company Name]  

**Buyer:**

_________________________  
[Buyer's Full Name]  
[Title]  
[Company Name]  

---

### TLDR

This document is a comprehensive Stock Purchase Agreement for a company buyout, detailing the terms and conditions under which the Seller agrees to sell, and the Buyer agrees to purchase, shares of the Company. It includes sections on purchase price, representations and warranties, covenants, conditions precedent, closing, indemnification, termination, and dispute resolution.

### Conclusion

This Stock Purchase Agreement is designed to ensure a smooth and legally compliant transfer of shares from the Seller to the Buyer. It provides clear terms and conditions to protect the interests of both parties and outlines the necessary steps to complete the transaction. For any specific legal advice or further customization, consulting with a legal professional is recommended.

---

Sources:
- [Ahmednasir, Abdikadir & Company Advocates](https://ahmednasir.law/legal-guide-to-takeover-of-listed-companies-in-kenya/)
- [Oraro & Company Advocates](https://www.oraro.co.ke/new-in-the-market-share-buybacks-under-the-companies-act-2015/)
- [MMAN Advocates](https://mman.co.ke/content/overview-share-buyback-and-its-legal-status-kenya)
- [Kenya Law Reports](http://www.kenyalaw.org:8181/exist/kenyalex/actview.xql?actid=CAP.%20480)
- [Contractbook](https://contractbook.com/templates/share-purchase-agreement)

Draft a Stock Purchase Agreement for a company buyout.

Ask a lawyer: Draft a Stock Purchase Agreement for a company buyout.

Ask a lawyer:
Draft a Stock Purchase Agreement for a company buyout.