The Business Share Sale Agreement is the primary transaction document used when selling shares in a private company under English and Welsh law. It is essential for both share acquisitions and corporate restructuring, providing a comprehensive framework for transferring ownership while protecting the interests of all parties. The agreement typically includes detailed provisions about the sale price, payment terms, warranties about the business, tax matters, and post-completion obligations. It's particularly important as it governs not just the transfer of shares but also addresses the underlying business risks and liabilities.
Business Share Sale Agreement for the United Kingdom
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Key Requirements PROMPT example:
Business Share Sale Agreement
"I need a Business Share Sale Agreement for the sale of 75% of shares in my technology consulting company to a private equity firm, with an earn-out mechanism based on 2025 performance targets and specific warranties relating to our intellectual property portfolio."
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1. Parties: Details of 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. Consideration: Payment terms and mechanics
6. Completion: Timing and mechanics of completion
7. Warranties: Standard seller warranties about the business
8. Limitations on Claims: Restrictions on warranty claims
9. Confidentiality: Confidentiality obligations
10. Governing Law: Jurisdiction and dispute resolution
1. Earn-out Provisions: Used when part of consideration is contingent on future performance
2. Non-compete Provisions: Used when seller restrictions are required post-completion
3. Tax Covenant: Used for complex tax arrangements or indemnities
4. Employee Provisions: Used when specific employee arrangements are needed
1. Details of the Company: Company information including share capital
2. Warranties: Detailed warranties about the business
3. Properties: Details of company properties
4. Intellectual Property: List of IP rights
5. Material Contracts: Key business contracts
6. Completion Obligations: Actions required at completion
7. Tax Covenant: Detailed tax indemnities and provisions
Authors
Relevant legal definitions
Accounts
Accounts Date
Agreed Form
Business
Business Day
Buyer
Completion
Completion Date
Confidential Information
Consideration
Data Protection Laws
Disclosed
Disclosure Letter
Encumbrance
Group
Intellectual Property Rights
Management Accounts
Material Adverse Change
Material Contracts
Properties
Purchase Price
Seller
Seller's Solicitors
Shares
Subsidiaries
Target Company
Tax
Tax Authority
Tax Covenant
Tax Warranties
Transaction Documents
Warranties
Warranty Claim
Working Capital
Accounts Date
Agreed Form
Business
Business Day
Buyer
Completion
Completion Date
Confidential Information
Consideration
Data Protection Laws
Disclosed
Disclosure Letter
Encumbrance
Group
Intellectual Property Rights
Management Accounts
Material Adverse Change
Material Contracts
Properties
Purchase Price
Seller
Seller's Solicitors
Shares
Subsidiaries
Target Company
Tax
Tax Authority
Tax Covenant
Tax Warranties
Transaction Documents
Warranties
Warranty Claim
Working Capital
Clauses
Interpretation
Sale and Purchase
Purchase Price
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Limitations on Claims
Tax Covenant
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Data Protection
Employment Matters
Property
Insurance
Environmental
Regulatory Compliance
Anti-Corruption
Force Majeure
Assignment
Announcements
Costs
Notices
Entire Agreement
Variation
Waiver
Severability
Further Assurance
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Sale and Purchase
Purchase Price
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Limitations on Claims
Tax Covenant
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Data Protection
Employment Matters
Property
Insurance
Environmental
Regulatory Compliance
Anti-Corruption
Force Majeure
Assignment
Announcements
Costs
Notices
Entire Agreement
Variation
Waiver
Severability
Further Assurance
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Relevant Industries
Relevant Teams
Relevant Roles
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