Share purchase agreement—intra-group reorganisation
Share purchase agreement—intra-group reorganisation

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

  • Share purchase agreement—intra-group reorganisation
  • BACKGROUND
  • 1 Definitions and interpretation
  • 2 Sale and purchase of Sale Shares
  • 3 Consideration
  • 4 Completion
  • 5 Warranties
  • 6 Miscellaneous
  • 7 Governing law and jurisdiction
  • Schedule 1 Company details
  • More...

DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see Practice Notes: Brexit—impact on private M&A transactions and Brexit—drafting boilerplate clauses.

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

Parties

  1. 1

    [Insert name of selling corporate 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 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 is at [insert address] (the Buyer),

    [(each of the Seller and the Buyer being a Party and together the Seller and the Buyer are the Parties).]

BACKGROUND

    1. (A)

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

    1. (B)

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

The parties agree:

    1. 1

      Definitions and interpretation

      1. 1.1

        In this Agreement, unless

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