The Contract of Sale of Shares is a fundamental document used in corporate transactions under English and Welsh law when transferring ownership of shares in a company. It is typically used in private company transactions, mergers and acquisitions, or corporate restructuring. The document includes crucial elements such as the sale terms, warranties about the company and shares, completion mechanics, and often tax provisions. It ensures compliance with the Companies Act 2006 and other relevant legislation while protecting both parties' interests throughout the transaction.
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1. Parties: Details of the seller(s) and buyer(s)
2. Background: Context of the transaction and company details
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including price and shares being sold
5. Completion: Timing and mechanics of the transfer
6. Warranties: Standard seller warranties about the shares and company
7. Confidentiality: Provisions regarding transaction confidentiality
8. Governing Law: Jurisdiction and applicable law
1. Tax Covenant: Additional provisions to address tax liabilities, typically used for larger transactions
2. Non-compete Provisions: Restrictions on seller's future activities to protect company's business interests post-sale
3. Earn-out Provisions: Mechanisms for future payments based on company performance post-completion
1. Schedule 1: Details of the Company: Company information including share capital structure
2. Schedule 2: Warranties: Detailed warranties about the company and business
3. Schedule 3: Completion Requirements: List of documents and actions required at completion
4. Schedule 4: Properties: Details of company's property interests
5. Schedule 5: Intellectual Property: Details of company's intellectual property rights
Relevant legal definitions
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