Share Purchase Agreement (short form)

This Share Purchase Agreement (SPA) template serves as a comprehensive document for transactions involving the sale of the entire issued share capital of a private limited company from a corporate seller to a corporate buyer. The primary purpose of this document is to clearly outline the terms and conditions under which the sale and purchase of shares will occur, ensuring both parties are fully aware of their rights and obligations. This template ensures a structured and legally sound approach to share purchase transactions, safeguarding the interests of both parties involved. 

This template includes the following provisions:

1. Definitions and Interpretation: Establishes the meanings of key terms used throughout the agreement and sets the rules for interpreting the document.
2. Sale and Purchase of Sale Shares: Details the agreement for the sellers to sell and the buyer to purchase the sale shares, including the conditions for completion.
3. Consideration: Specifies the purchase price for the sale shares and the method of payment.
4. Conditional Completion: Outlines the conditions that must be satisfied or waived before completion can occur, including shareholder approvals and regulatory consents.
5. Pre-Completion Undertakings: Lists the actions the sellers must take or refrain from taking between the date of the agreement and completion to maintain the business's status quo.
6. Termination by the Buyer: Provides the buyer with the right to terminate the agreement under certain conditions, such as breaches of pre-completion undertakings.
7. Completion: Describes the process and requirements for completing the sale, including the delivery of documents and payment of the purchase price.
8. Seller Warranties: Contains warranties from the sellers regarding the company, its assets, liabilities, and operations, subject to limitations and disclosures.
9. Buyer Warranties: Includes warranties from the buyer about its authority and ability to enter into and perform the agreement.
10. Post-Completion Matters: Addresses actions to be taken after completion, such as the release of guarantees and the maintenance of insurance.
11. Tax: Refers to the tax covenant set out in a separate schedule, detailing the tax liabilities and responsibilities of the parties.
12. Miscellaneous: Covers various standard contractual provisions, including variation, severability, waiver, further assurance, withholding and gross-up, assignment, entire agreement, succession, counterparts, costs, and other remedies.
13. Notices: Specifies the methods and addresses for giving notices under the agreement.
14. Confidential Information: Obligates the parties to keep the terms of the agreement and certain business information confidential.
15. Rights of Third Parties: States that no third party has the right to enforce any terms of the agreement.
16. Announcements: Restricts the parties from making public announcements about the agreement without prior consent.
17. Governing Law and Jurisdiction: Establishes the governing law and jurisdiction for resolving disputes related to the agreement.
18. Schedule 1 - The Sellers: Lists the names, addresses, number of sale shares, and aggregate consideration for each seller.
19. Schedule 2 - Company Details: Provides detailed information about the company, including its name, incorporation details, share capital, directors, and auditors.
20. Schedule 3 - Sellers’ Deliverables and Board Meeting of the Company: Lists the documents to be delivered by the sellers at completion and the matters to be transacted at a board meeting of the company.
21. Schedule 4 - Warranties: Contains detailed warranties from the sellers about various aspects of the company, including its financial condition, assets, liabilities, compliance with laws, and intellectual property.
22. Schedule 5 - Limitations on the Warranties: Sets out the limitations on the sellers' liability under the warranties, including time limits and financial caps.
23. Schedule 6 - Freehold Properties: Lists the freehold properties owned by the company or group.
24. Schedule 7 - Leasehold Properties: Lists the leasehold properties owned by the company or group.
25. Schedule 8 - Tax Covenant: Details the tax liabilities and responsibilities of the parties, including indemnities for tax claims.
26. Environmental, Health, and Safety Warranties: Ensures compliance with environmental permits and health and safety laws, and discloses any related litigation or claims.
27. Employment Warranties: Provides information about employees, workers, and contractors, including their terms of employment, disputes, and compliance with employment laws.
28. Pensions Warranties: Addresses the company's pension schemes and liabilities, ensuring compliance with relevant laws and regulations.
29. Intellectual Property Warranties: Confirms the company's ownership and rights to use its intellectual property, and discloses any disputes or infringements.
30. Anti-Bribery, Anti-Corruption, and Anti-Tax Evasion Warranties: Ensures compliance with applicable laws and regulations, and discloses any violations or investigations related to bribery, corruption, and tax evasion. 

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. 

All templates and other documents downloaded from this website are subject to our Terms of Sale. 

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