Share purchase agreement—pro-buyer—individual sellers—conditional—long formSHARE PURCHASE AGREEMENT
Share purchase agreement—pro-buyer—individual sellers—conditional—long formSHARE PURCHASE AGREEMENT

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

  • Share purchase agreement—pro-buyer—individual sellers—conditional—long formSHARE PURCHASE AGREEMENT
  • Parties
  • Background
  • Schedule 1The Sellers
  • Schedule 2Company details
  • Part A: The Company
  • [Part B: The Subsidiaries
  • Schedule 3Pre-Completion undertakings
  • Schedule 4Seller deliverables and Board Meeting of the Company
  • Part A: Documents to be delivered by the Sellers on Completion
  • 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

    The several persons whose names and addresses are set out in Schedule 1 (together the Sellers), 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)

  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)

  2. [(each of the Sellers, the Buyer and the Guarantor being a Party and together the Sellers, 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[ England and Wales OR [insert country of incorporation]]. Details of the Company are set out in Schedule 2, Part A.

    2. (B)

      The Sellers are the legal