Share purchase agreement

Share purchase agreement guidance:

This Practice Note provides an overview of the agreement for the sale and purchase of shares in a private limited company (target): the share purchase agreement (SPA)....

Practice Note

Definitions Delete the existing definition of ‘Consideration’ in Precedent: Share purchase agreement—pro-buyer—corporate seller—conditional—long form. Insert the...

Precedents

Produced in partnership with DLA Piper UK LLP 1 The Vendor shall indemnify and keep indemnified the Purchaser against any and all Asbestos Liabilities. Asbestos...

Precedents

Insert the following clauses as new clauses 8.14 and 8.15 of Precedent: Share purchase agreement—pro-buyer—corporate seller—conditional—long form: 8 Warranties 8.14 The...

Precedents

The UK has voted to leave the EU. Brexit or the date when the UK formally leaves the EU as defined in the European Union (Withdrawal) Act 2018 (Exit Day) can occur either...

Practice Note

Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-buyer—corporate seller—conditional—long form: 1 Definitions...

Precedents

Additional definitions Option Holders [insert list of Option Holders who are exercising their Options or refer to relevant schedule of Option Holders]; Options the...

Precedents

1 Seller Share Options 1.1 This clause shall apply in relation to the receipt by the Seller of a valid notice of exercise from any Transferring Employee in respect of any...

Precedents

[Law firm’s letterhead] [Addressed to client] Acquisition by [name of buyer] (the Buyer) of [name of target company] (the Company) from [name of seller] (the Seller)—tax...

Precedents

Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-buyer—corporate seller—conditional—long form: 1 Definitions...

Precedents

When a person buys the share capital of a company, the transaction will often be referred to as: • a completion accounts deal • an accounts date deal, or • a locked box...

Practice Note

Consideration may be paid in many ways, and it may also be adjusted post-completion as a means of reflecting true value for a buyer. From the seller's point of view, the...

Practice Note

Produced in partnership with DLA Piper UK LLP ARCHIVED: This Precedent has been archived and is for historical purposes only. Warranties 1 No Group Company is required to...

Precedents

This Practice Note is part of the Share purchase transaction toolkit. Drafting and negotiating the share purchase agreement The buyer's lawyers will generally prepare the...

Practice Note

Insert the following definitions as new definitions into clause 3 of Precedent: Share purchase agreement—pro-buyer—corporate seller—conditional—long form: 3 Definitions...

Precedents

Produced in partnership with DLA Piper UK LLP Brexit impact As of exit day (31 January 2020) the UK is no longer an EU Member State. However, in accordance with the...

Precedents

Insert the following as new definitions in the share purchase agreement: Data Processor has the meaning given to that term (or to the term ‘processor’) in Data Protection...

Precedents

Insert the following as new definitions in the share purchase agreement: Data Processor has the meaning given to that term (or to the term ‘processor’) in Data Protection...

Precedents

Insert the following as new definitions in the share purchase agreement: Data Processor has the meaning given to that term (or to the term ‘processor’) in Data Protection...

Precedents

Insert the following as new definitions in the share purchase agreement: Data Processor has the meaning given to that term (or to the term ‘processor’) in Data Protection...

Precedents

Add a new party to the parties clause in Precedent: Share purchase agreement—pro-seller—corporate seller—conditional—long form: [Insert name of guarantor entity]...

Precedents

This Practice Note describes the legal issues that may arise where there is a gap in time between exchange/signing (at which time the share purchase agreement (SPA) or...

Practice Note

Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-buyer—corporate seller—conditional—long form: 1 Definitions...

Precedents

Add the following definitions to clause 1 of Precedent: Share purchase agreement—pro-buyer—corporate seller—conditional—long form Leakage means: (a) any dividend or...

Precedents

Insert the following definitions (where appropriate) as new definitions into clause 1 of Precedent: Share purchase agreement—pro-buyer—corporate seller—conditional—long...

Precedents

Replace Schedule 4, paragraph 19 of Precedent: Share purchase agreement—pro-buyer—corporate seller—conditional—long form with the following: 1 Pensions 1.1 Except as...

Precedents

Replace Schedule 4, paragraph 19 of Precedent: Share purchase agreement—pro-buyer—corporate seller—conditional—long form with the following: 1 Pensions 1.1 Except as...

Precedents

Replace Schedule 4, paragraph 19 of Precedent: Share purchase agreement—pro-buyer—corporate seller—conditional—long form with the following: 1 Pensions 1.1 Except as...

Precedents

Property indemnity clause for insertion into a share purchase agreement Indemnity clause 1 Without limiting any other rights that the Buyer may have, including its rights...

Precedents

An asset or share purchase agreement will typically include warranties and indemnities given by a seller in favour of a buyer. A warranty is a statement by the seller...

Practice Note
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