Share purchase agreement—cross-border

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

  • Share purchase agreement—cross-border
  • Background
  • 1 Definitions and interpretation
  • 2 Sale and purchase of Sale Shares
  • 3 Consideration
  • 4 Conditional completion
  • 5 Pre-Completion Undertakings
  • 6 Termination of this Agreement by the Buyer
  • 7 Completion
  • 8 Warranties
  • More...

Share purchase agreement—cross-border

This Agreement is made on [insert day and month] 20[insert year]

Parties

  1. 1

    [Insert name of selling corporate shareholder] incorporated in [England and Wales OR [insert country of incorporation]] with registered number [insert company number] whose registered office is at [insert address] (the Seller), and

  1. 2

    [insert name of purchasing corporate entity] incorporated in [England and Wales OR [insert country of incorporation]] with registered number [insert company number] whose registered office address is at [insert address] (the Buyer), and

  1. 3

    [Insert name of guarantor entity] incorporated in [England and Wales OR [insert country of incorporation]] with registered number [insert company number] whose registered office is at [insert address] (the Guarantor)

[each of the Seller, the Buyer and the Guarantor being a Party and together the Seller, the Buyer and the Guarantor are the Parties.]

Background

    1. (A)

      The Company (as defined below) is a private company limited by shares and is incorporated in [insert country of incorporation]. Details of the Company are set out in Schedule 1.

    1. (B)

      The Seller is the legal and beneficial owner of the Sale Shares (as defined below), being in aggregate the entire issued share capital of the Company.

    1. (C)

      The Seller has agreed to sell and the Buyer has agreed to purchase the Sale Shares on the terms of this Agreement.

    1. (D)

      The Guarantor has agreed to guarantee the performance by the Seller of

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