The amount paid for newly issued shares above their nominal value.

Those shareholder funds made up from any premium'>share premium paid for newly issued shares above their nominal value, and accounted for separately on the balance sheet.

Under a share purchase, the buyer takes over ownership of the target company (ie where it acquires its entire share capital) carrying on the business, which comes with all of its assets, obligations and liabilities (whether or not the buyer was aware of them).

An agreement which enables a buyer to purchase the share capital of the target company.

It records the terms by which the buyer agrees to purchase from the seller(s) shares in the capital of the target company (either the entire share capital of the target or a partial share sale). The buyer agrees to pay to the seller the purchase price for the acquisition of the sale shares in return for which the seller transfers title in the sale shares to the buyer by executing a stock transfer form. This takes effect at completion of the transaction, which will occur either at the same time that the SPA is executed or upon an agreed later date (where there are conditions to completion).

This Practice Note is part of the Share purchase transaction collection. Timing Preparation of a first draft of the share purchase agreement (SPA) can begin at any time after the main commercial transaction terms have been agreed and the heads of terms have been signed. The due diligence and disclosure process will run concurrently with the drafting and negotiation of the SPA. The earlier that substantive due diligence is conducted by the buyer, the sooner the findings of the due diligence can inform the negotiation of appropriate warranty and indemnity cover in the SPA. Generally, the buyer's lawyers will prepare the first draft of the SPA and submit it to the seller's lawyers for mark-up. Drafts will pass to and fro up until exchange (signing of the SPA), which will be in advance of completion if there are conditions to completion or simultaneous with completion if there are no conditions to completion. The tax covenant is generally included as a schedule to the SPA, although drafted and negotiated by tax

This Agreement is made on [insert day and month] 20[insert year] Parties 1 [Insert name of selling corporate shareholder] 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 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 address is at [insert address] (the Buyer), [each of the Seller and the Buyer being a Party and together the Seller and the Buyer are the Parties.] BACKGROUND (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. (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. (C) The Seller has agreed to sell and the Buyer has agreed to purchase the Sale Shares on the terms of this Agreement. The

This Agreement is made on [insert day and month] 20[insert year] Parties 1 [Insert name of selling corporate shareholder] 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 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 address is at [insert address] (the Buyer), and 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) [each of the Seller, the Buyer and the Guarantor being a Party and together the Seller, the Buyer and the Guarantor are the Parties.] Background (A) The Company (as defined below) is a private company limited by shares and is incorporated in [insert country of incorporation]. Details of the Company are set out in Schedule 1. (B) The Seller is the legal and beneficial owner of the Sale Shares (as defined below), being in aggregate the entire

This Agreement is made on [insert day and month] 20[insert year] Parties 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 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 the Parties).] BACKGROUND (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]. (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. (C) The Seller has agreed to sell and the Buyer has agreed to purchase the Sale Shares on the terms of this Agreement.

This precedent has been prepared on the basis that the drafter is acting for the buyer Drafted on the basis that the target company (the Company) is a subsidiary of the Seller. You are strongly advised to involve a pensions specialist at the earliest opportunity. 1 Definitions For the purposes of paragraphs 2 to 7 inclusive: Employee means a present or former employee, officer or director of the Company [or of any Group Company] [and any other person taking part in the management of the affairs of the Company]; Pension Scheme means an arrangement or practice for the payment of, or contribution towards, an annuity, pension, lump sum, gratuity or similar benefit to be given on retirement, ill-health, death or change in service status, or pursuant to a pension sharing order, in relation to the service or historic service of an Employee or any other person, or for the benefit of that individual’s dependants and Pension Schemes shall be interpreted accordingly. 2 No other obligations or commitments 2.1 Except as provided for by the Pension Scheme[s],

This precedent has been prepared on the basis that the drafter is acting for the buyer Drafted on the basis that the target company (the Company) is a subsidiary of the Seller. You are strongly advised to involve a pensions specialist at the earliest opportunity. 1 Definitions For the purposes of paragraphs 2 to 9 inclusive: Employee means a present or former employee, officer or director of the Company [or of any Group Company] [and any other person taking part in the management of the affairs of the Company]; Pension Scheme[s] mean[s] [[name(s) of scheme(s)] OR an arrangement or practice for the payment of, or contribution towards, an annuity, pension, lump sum, gratuity or similar benefit to be given on retirement, ill-health, death or change in service status, or pursuant to a pension sharing order, in relation to the service or historic service of an Employee or any other person, or for the benefit of that individual’s dependants]. 2 No other obligations or commitments Except as provided for by the Pension Scheme[s]:

This precedent has been prepared on the basis that the drafter is acting for the buyer Drafted on the basis that the target company (the Company) is a subsidiary of the Seller. You are strongly advised to involve a pensions specialist at the earliest opportunity. 1 Definitions For the purposes of paragraphs 2 to 9 inclusive: Employee means a present or former employee, officer or director of the Company [or of any Group Company] [and any other person taking part in the management of the affairs of the Company]; Pension Scheme[s] mean[s] [[name(s) of scheme(s)] OR an arrangement or practice for the payment of, or contribution towards, an annuity, pension, lump sum, gratuity or similar benefit to be given on retirement, ill-health, death or change in service status, or pursuant to a pension sharing order, in relation to the service or historic service of an Employee or any other person, or for the benefit of that individual’s dependants]. 2 No other obligations or commitments 2.1 Except as provided for by the Pension Scheme[s],