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Company Share Purchase Agreement
"I need a Company Share Purchase Agreement for the acquisition of a UK-based software company, where 75% of shares will be purchased upfront in January 2025, with the remaining 25% subject to a two-year earn-out based on revenue targets."
1. Parties: Identification and details of the buyer(s) and seller(s)
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 price and shares being transferred
5. Consideration: Payment terms and mechanisms
6. Completion: Timing and mechanics of completion
7. Warranties: Standard warranties about the company and shares
8. Limitations on Claims: Restrictions on warranty claims
1. Earn-out Provisions: Additional terms for when part of consideration is contingent on future performance. Include when deal includes performance-based payments
2. Non-compete Clauses: Restrictions on seller's future activities. Include when protecting business post-sale is important
3. Employee Provisions: Specific terms relating to key employees. Include when retention of key staff is crucial to the transaction
1. Schedule 1 - Details of the Company: Corporate information including share capital structure
2. Schedule 2 - Warranties: Detailed warranties about the business, assets, and operations
3. Schedule 3 - Completion Obligations: List of actions and documents required at completion
4. Schedule 4 - Properties: Details of company properties and real estate assets
5. Schedule 5 - Intellectual Property: List of IP owned by the company including patents, trademarks and copyrights
6. Schedule 6 - Material Contracts: Key commercial agreements and business relationships
7. Schedule 7 - Employees: Details of employment arrangements, benefits and pension schemes
Authors
Accounts Date
Business
Business Day
Completion
Completion Date
Consideration
Disclosed
Disclosure Letter
Encumbrance
Group
Intellectual Property Rights
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Properties
Purchase Price
Sale Shares
Seller's Solicitors
Buyer's Solicitors
Subsidiaries
Target Company
Tax
Taxation
Transaction Documents
Warranties
Working Capital
Management Accounts
Employees
Senior Management
Confidential Information
Claim
Warranty Claim
Tax Claim
Due Diligence Information
Fundamental Warranties
Intellectual Property
Key Contracts
Permitted Encumbrances
Related Persons
Relevant Period
Signing Date
Territory
Working Hours
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Seller Warranties
Buyer Warranties
Limitations on Liability
Tax Covenants
Tax Indemnity
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Announcements
Notices
Entire Agreement
Variation
Waiver
Costs
Severance
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Post-Completion Obligations
Restrictive Covenants
Indemnities
Earn-out Provisions
Share Transfer Mechanics
Board Composition
Intellectual Property Rights
Employee Matters
Data Protection
Insurance
Property Matters
Environmental Matters
Force Majeure
Dispute Resolution
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