Anti-embarrassment clause—share purchase agreement
Anti-embarrassment clause—share purchase agreement

The following Corporate precedent provides comprehensive and up to date legal information covering:

  • Definitions

Definitions

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

Insert the following definitions in Precedent: Share purchase agreement—pro-buyer—corporate seller—conditional—long form:

Additional Consideration

  1. means any additional consideration that may become payable under clause [3.2 OR [insert clause number]] and Schedule [9 OR [insert schedule number]];

Disposal

  1. means the disposal (other than to [a member of the Buyer’s Group OR [insert name/party description]]) of all or a substantial part of the business or assets of [the Company OR the Group] (whether a single transaction or a series of transactions);

Independent Expert

  1. means a partner of at least 10 years’ standing at a leading UK firm of accountants (acting as an expert and not as an arbitrator) nominated by the parties concerned or, in the event of failure by the Buyer and Seller to agree an appointment within [10 OR [insert number]] Business Days of an Independent Expert being required, appointed by the President from time to time of the Institute of Chartered Accountants in England and Wales;

Initial Consideration

  1. means the consideration to be paid on Completion pursuant to clause [3.1 OR [insert number]];

Listing

  1. means the admission of any or all of the Sale

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