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...

IP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period entered into following the UK’s withdrawal from the EU. At this point in time (referred to in UK law as ‘IP completion day’), key transitional arrangements come to an end and significant changes begin to take effect across the UK’s legal regime. This document contains guidance on subjects impacted by these changes. Before continuing your research, see Practice Note: What does IP completion day mean for Corporate lawyers?

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—IP completion day impact on private M&A sale and purchase agreements, What does IP completion day mean for contract clauses? 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

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