Share purchase agreement—pro-seller—individual sellers—unconditional—long form
Share purchase agreement—pro-seller—individual sellers—unconditional—long form

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

  • Share purchase agreement—pro-seller—individual sellers—unconditional—long form
  • Background
  • 1 Definitions and interpretation
  • 2 Sale and purchase of Sale Shares
  • 3 Consideration
  • 4 Completion
  • 5 Sellers Warranties
  • 6 Buyer’s Warranties
  • 7 Post-Completion Matters
  • 8 Tax
  • More...

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 [insert address] (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),

    [(each of the Sellers and the Buyer being a Party and together the Sellers 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 2.

    1. (B)

      The Sellers are the legal and beneficial owners of the Sale Shares (as defined below), being in aggregate the entire allotted and issued share capital of the Company.

    1. (C)

      The Sellers have 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 Date OR for each of the last [insert number] consecutive accounting reference periods, the

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