Share purchase agreement—pro-buyer—individual sellers—conditional—long form


Published by a ÀÏ˾»úÎçÒ¹¸£Àû Corporate expert
Precedents

Share purchase agreement—pro-buyer—individual sellers—conditional—long form


Published by a ÀÏ˾»úÎçÒ¹¸£Àû Corporate expert

Precedents
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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),

    [(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, Part A.

    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

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Jurisdiction(s):
United Kingdom
Related legal acts:
Key definition:
Share purchase definition
What does Share purchase mean?

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).

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