Share purchase agreement—pro-buyer—corporate seller—conditional—long form

Published by a ��Ƶ Corporate expert

Precedents

Share purchase agreement—pro-buyer—corporate seller—conditional—long form

Published by a ��Ƶ Corporate expert

Precedents

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] OR with registered number [insert company number] whose registered office is at [insert address] (the Seller);

2
[Insert name of purchasing corporate entity] incorporated in England and Wales OR [insert country of incorporation] OR with registered number [insert company number] whose registered office 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

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 1.
1. (B)
  The

Jurisdiction(s):

United Kingdom

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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