A Share Purchase Agreement Of Private Limited Company is essential when transferring ownership of shares in a private company under English and Welsh law. It's typically used in business acquisitions, corporate restructuring, or when investors are buying into or exiting a company. The document covers crucial aspects such as purchase price, warranties about the company's condition, tax indemnities, and completion mechanics. It provides legal certainty and protection for both buyers and sellers, ensuring all aspects of the share transfer are properly documented and legally enforceable.
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1. Parties: Identification of seller(s) and buyer(s) with full legal details
2. Background/Recitals: Context of the transaction and company details
3. Definitions and Interpretation: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including price and shares being sold
5. Consideration: Payment terms, adjustments, and mechanics
6. Completion: Timing, conditions, and mechanics of completion
7. Warranties: Seller's basic warranties about shares and authority
8. Confidentiality: Non-disclosure obligations
9. Governing Law and Jurisdiction: Choice of law and courts
1. Business Warranties: Detailed warranties about the business - used in larger transactions or when buyer requires detailed protection
2. Tax Covenant: Specific tax-related promises and indemnities - used when tax risks need specific coverage
3. Non-compete Provisions: Restrictions on seller's future activities - used when protecting goodwill is important
4. Earn-out Provisions: Future payment mechanisms based on performance - used when part of consideration is performance-based
1. Details of the Company: Company information including share capital structure
2. Completion Obligations: Lists of documents and actions required at completion
3. Warranties: Detailed business warranties if not in main body
4. Properties: Details of company's real estate assets
5. Material Contracts: Key business agreements
6. Intellectual Property: IP rights owned or used by the company
7. Employee Information: Key employment terms and arrangements
8. Tax Covenant: Detailed tax indemnity provisions
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Share Purchase Agreement Of Private Limited Company
An English law agreement governing the sale and purchase of shares in a private limited company, setting out transaction terms and parties' rights and obligations.
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