Share Purchase Agreement (long form)

This Share Purchase Agreement (SPA) template is a comprehensive legal document designed for transactions involving the sale and purchase of shares, particularly where multiple individual sellers are selling to a single corporate buyer. It is ideal for scenarios such as auction processes or where sellers have stronger bargaining power. The agreement ensures a thorough and legally sound transaction by covering all aspects of the sale and purchase process. Key sections include definitions and interpretation, sale and purchase terms, consideration, conditional completion, pre-completion undertakings, termination rights for the buyer, completion procedures, and warranties from both sellers and buyers. It also addresses post-completion matters, tax liabilities, and various standard contractual clauses such as variation, severability, governing law, and jurisdiction. Certain of the schedules are blank as their requirements will be primarily driven by the buyer's requirements. The template is tailored for use under the laws of England and Wales and includes provisions for confidentiality and announcements. It ensures that all necessary actions and documents are prepared and delivered for a smooth transaction, making it a vital tool for legal and business professionals involved in share purchase transactions. 

Publisher’s Notice:

Note: This publication does not necessarily deal with every important topic, nor cover every aspect of the topics with which it deals. Templates do not include or provide legal or other advice to users. They are designed to provide a head-start to the development of a commercial agreement and are not the finished article. They require careful reading, analysis and customisation in order to meet the particular needs of the parties to the document. 

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