The following Corporate precedent provides comprehensive and up to date legal information covering:
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:
means any additional consideration that may become payable under clause [3.2 OR [insert clause number]] and Schedule [9 OR [insert schedule number]];
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);
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;
means the consideration to be paid on Completion pursuant to clause [3.1 OR [insert number]];
means the admission of any or all of the Sale
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Tipping off and prejudicing an investigationIt would undermine the benefit to the authorities if, a suspicious activity report (SAR) having been made, the alleged offender were to be made aware of the interest in their activities so that they could take steps to cover up their misdeeds or disappear.
Statutory declaration of solvencyA company enters voluntary liquidation when the members of the company vote to do so by a special resolution. For more information, see Practice Note: What is a members' voluntary liquidation (MVL) and where/when is it typically used?Before the members can vote on a
When restructuring is considered rather than formal insolvency proceedings (see Practice Note: Benefits of restructuring over formal proceedings) the company may want to ensure that relevant creditors quickly enter a standstill agreement to gain some breathing space to consider a restructuring
This Practice Note is an archive of news from the Loan Market Association (LMA) on LMA documentation and related topics. It covers LMA updates from early 2013 to January 2016. For the latest LMA developments since January 2016, see Practice Note: Loan Market Association (LMA)—latest news on
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