A Share Purchase Agreement is the primary transaction document used when acquiring or selling shares in a private company. It is essential for both share acquisitions and corporate restructurings under English and Welsh law. The agreement comprehensively details the transaction terms, including price, payment structure, warranties, indemnities, and conditions precedent. It protects both parties' interests by clearly defining their rights and obligations, and typically involves substantial due diligence and negotiation processes. This document is crucial for ensuring legal certainty and managing risk in share transfers.
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1. Parties: Identification and details of the seller(s) and buyer(s)
2. Background/Recitals: Context of the transaction and high-level description of what is being sold
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including shares being sold and purchase price
5. Consideration: Details of purchase price, payment terms, and any adjustments
6. Completion: Mechanics of closing, including timing and deliverables
7. Warranties: Seller's representations about the company and shares
8. Limitations on Liability: Restrictions on warranty claims and general liability caps
9. Confidentiality: Obligations regarding transaction confidentiality
10. Governing Law and Jurisdiction: Choice of law and dispute resolution provisions
1. Pre-Completion Obligations: Conduct of business between signing and completion - used when there's a gap between signing and completion
2. Tax Covenant: Specific tax indemnities and arrangements - used for larger transactions or where tax risks identified
3. Non-Competition: Restrictions on seller's future activities - used when protecting goodwill of the business
4. Employee Provisions: Specific arrangements for key employees - used when employee matters are material to the deal
1. Details of the Company: Corporate information including share capital structure
2. Warranties: Detailed warranties about the company and business
3. Properties: List and details of company properties
4. Intellectual Property: Schedule of IP rights owned or used
5. Material Contracts: List of key business agreements
6. Completion Obligations: Detailed list of completion deliverables
7. Employee Information: Details of key employees and their terms
8. Tax Covenant: Detailed tax indemnity provisions
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