Share purchase agreement—pro-buyer—corporate seller—unconditional—long form
Share purchase agreement—pro-buyer—corporate seller—unconditional—long form

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

  • Share purchase agreement—pro-buyer—corporate seller—unconditional—long form
  • Background
  • 1 Definitions and interpretation
  • 2 Sale and purchase of Sale Shares
  • 3 Consideration
  • 4 Completion
  • 5 Warranties
  • 6 Indemnities
  • 7 Release of guarantees
  • 8 Restrictive covenants and protection of goodwill
  • More...

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),

  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)[, and OR .]

    [(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.

    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 the context otherwise requires]:

        Accounts

        1. means the audited accounts of [the Company OR each Group Company and the audited consolidated accounts of the Group] [for the accounting reference period ended on the Accounts

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