B: THE LONG-FORM SHARE SALE AGREEMENT

1: STRUCTURE

116 Structure of sale agreement

The order and content of share sale agreements have become rather standardised over the years. A typical agreement would run as follows:

  1. 116.1

        definitions of the key concepts;

  2. 116.2

        the basic obligations to buy and sell including provisions detailing the method for computing the purchase price;

  3. 116.3

        in some cases, conditions precedent which must be satisfied to enable the transaction to proceed;

  4. 116.4

        completion obligations including the precise steps to be taken on completion to tidy up the affairs of the target company, provide for new management and other

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