Create a bespoke document in minutes, or upload and review your own.
Get your first 2 documents free
Your data doesn't train Genie's AI
You keep IP ownership of your information
Share Sale And Purchase Agreement
1. Parties: Identification of the seller(s) and buyer(s), including full legal names and registration details
2. Background: Context of the transaction, including brief description of the target company and purpose of the agreement
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including shares being sold and purchase price
5. Purchase Price: Detailed provisions on consideration, including payment mechanics and any adjustments
6. Conditions Precedent: Prerequisites that must be satisfied before completion can occur
7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements
8. Completion: Mechanics and requirements for closing the transaction, including deliverables
9. Warranties: Seller's representations and warranties about the target company and shares
10. Limitations on Seller's Liability: Restrictions and caps on warranty claims and other seller liabilities
11. Tax Covenants: Specific provisions dealing with tax matters and allocation of tax risks
12. Confidentiality: Obligations regarding transaction confidentiality and public announcements
13. Further Assurance: Obligations to take additional steps necessary to effect the transaction
14. Assignments and Transfers: Restrictions on transfer of rights and obligations under the agreement
15. Notices: Process and requirements for formal communications between parties
16. Governing Law and Jurisdiction: Danish law as governing law and jurisdiction provisions
1. Earn-out: Additional consideration based on future performance, included when part of purchase price is contingent on future events
2. Non-Compete and Non-Solicitation: Restrictions on seller's future activities, included when seller could compete with target business
3. Employee Matters: Specific provisions regarding employees, included when there are significant employment considerations
4. Intellectual Property: Special IP provisions, included when IP is crucial to target business
5. Real Estate: Specific provisions for real estate owned by target company, included when real estate is material
6. Environmental Matters: Environmental warranties and indemnities, included for businesses with environmental risks
7. Data Protection: GDPR and data protection provisions, included when personal data is material to the business
8. Material Contracts: Specific provisions regarding key contracts, included when certain contracts are crucial to business value
9. Break Fee: Fee payable if transaction fails under certain circumstances, included in higher-risk transactions
10. Regulatory Compliance: Specific regulatory provisions, included for heavily regulated businesses
1. Details of the Target Company: Corporate information, share capital structure, and subsidiaries
2. Warranties: Detailed warranties about the target company, its business and assets
3. Properties: Details of all real estate owned or leased by the target company
4. Intellectual Property Rights: List of all IP owned or licensed by the target company
5. Material Contracts: List and details of key commercial contracts
6. Employees: Details of employees including key terms of employment
7. Pension Schemes: Details of pension arrangements
8. Insurance Policies: Details of insurance coverage
9. Bank Accounts: Details of all bank accounts and facilities
10. Data Room Index: Index of documents disclosed during due diligence
11. Completion Deliverables: List of documents and actions required at completion
12. Form of Resignation Letters: Template resignation letters for departing directors
13. Form of Board Resolutions: Template board resolutions for completion
14. Disclosure Letter: Specific disclosures against the warranties
Authors
Accounts Date
Affiliate
Agreement
Annual Budget
Assets
Business
Business Day
Buyer
Buyer's Group
Buyer's Solicitors
Claim
Completion
Completion Date
Completion Payment
Conditions
Confidential Information
Consideration
Data Room
Disclosed
Disclosure Letter
Encumbrance
Environmental Laws
Environmental Permits
Escrow Account
Escrow Agent
Escrow Amount
Financial Statements
Governmental Authority
Group
Group Companies
Intellectual Property Rights
Key Employees
Knowledge
Law
Leased Properties
Liabilities
Long Stop Date
Loss
Management Accounts
Material Adverse Change
Material Contracts
Notice
Owned Properties
Parties
Permits
Permitted Encumbrances
Person
Properties
Purchase Price
Related Persons
Relevant Authority
Representatives
Seller
Seller's Group
Seller's Solicitors
Shares
Signing Date
Subsidiary
Target Company
Tax
Tax Authority
Tax Claim
Tax Covenant
Tax Return
Tax Warranty
Third Party
Transaction
Transaction Documents
Warranties
Warranty Claim
Working Capital
Share Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Indemnities
Limitations of Liability
Tax Covenants
Employee Matters
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Data Protection
Environmental Matters
Real Estate
Material Contracts
Financial Matters
Insurance
Regulatory Compliance
Anti-Corruption
Force Majeure
Assignment
Notices
Further Assurance
Costs
Announcements
Entire Agreement
Amendments
Severability
Third Party Rights
Governing Law
Dispute Resolution
Find the exact document you need
Download our whitepaper on the future of AI in Legal
Genie’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; Genie’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
Our bank-grade security infrastructure undergoes regular external audits
We are ISO27001 certified, so your data is secure
Organizational security
You retain IP ownership of your documents
You have full control over your data and who gets to see it
Innovation in privacy:
Genie partnered with the Computational Privacy Department at Imperial College London
Together, we ran a £1 million research project on privacy and anonymity in legal contracts
Want to know more?
Visit our Trust Centre for more details and real-time security updates.
Read our Privacy Policy.