A Share Purchase Agreement Private Limited Company is the primary transaction document used when acquiring or selling shares in a private limited company in England and Wales. This agreement is essential for any share transfer transaction, whether for partial or complete ownership changes. It details crucial elements such as purchase price, completion mechanics, warranties about the company's condition, and protections for both parties. The document is particularly important as it provides a framework for due diligence findings, allocates risk between parties, and establishes post-completion obligations. Used across various industries, it must comply with English company law requirements and typically includes extensive warranties and indemnities to protect the buyer's interests.
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1. Parties: Identification of buyer, seller, and company details
2. Background: Context of the transaction and company information
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including shares being sold and purchase price
5. Completion: Timing and mechanics of completion
6. Warranties: Seller's warranties about the company and shares
7. Limitations on Claims: Restrictions on warranty claims
8. Confidentiality: Confidentiality obligations
9. Governing Law and Jurisdiction: Applicable law and dispute resolution
1. Tax Covenant: Specific tax indemnities and arrangements - used when tax matters require specific attention
2. Non-competition: Restrictions on seller's future activities - used when protecting goodwill is important
3. Earn-out Provisions: Future payment mechanisms based on performance - used when part of consideration is performance-based
4. Employee Provisions: Specific arrangements for key employees - used when key employees are crucial to the business
1. Details of the Company: Corporate information including share capital structure
2. Warranties: Detailed warranties about the company's business
3. Properties: Details of company's real estate assets
4. Intellectual Property: List of IP rights owned or used by the company
5. Material Contracts: Key commercial agreements
6. Employees: Key employment terms and arrangements
7. Completion Obligations: Documents and actions required at completion
Relevant legal definitions
Clauses
Relevant Industries
Relevant Teams
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