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

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

  • Share purchase agreement—intra-group reorganisation
  • Parties
  • BACKGROUND
  • Schedule 1Company details
  • Part A: The Company
  • [Part B: The [Subsidiary OR Subsidiaries]
  • Schedule 2Seller deliverables and Board Meeting of the Company
  • Part A: Documents to be delivered by the Seller on Completion
  • Part B: Board Meeting of the Company

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),

  2. [(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].

    2. (B)

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