A Membership Unit Purchase Agreement is essential when transferring ownership interests in English and Welsh limited liability companies or LLPs. This document is commonly used in private company transactions, mergers and acquisitions, and investment rounds. It details the terms of sale, purchase price, payment mechanisms, and seller warranties, while ensuring compliance with Companies Act 2006 and other relevant legislation. The agreement protects both parties' interests and provides a clear framework for completing the transaction, including any conditions precedent and post-completion obligations.
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1. Parties: Identification and details of the buyer and seller
2. Background: Context of the transaction and company structure
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including units being sold and price
5. Completion: Timing and mechanics of the transfer
6. Warranties: Seller's representations about the business and units
7. Confidentiality: Protection of sensitive information
8. Governing Law: Jurisdiction and applicable law
1. Tag-Along Rights: Rights of other members to join the sale when multiple members are involved
2. Drag-Along Rights: Ability to force other members to join the sale in majority stake transfers
3. Non-Compete: Restrictions on seller's future activities, typically used in key person transfers
4. Earn-Out Provisions: Future payment mechanisms based on performance metrics
1. Details of the Units: Full description of units being transferred including class, rights, and obligations
2. Warranties: Detailed warranties given by seller regarding the business, units, and company
3. Completion Obligations: List of actions required at completion including documents and payments
4. Company Information: Details of the company structure, business operations, and financial position
5. Existing Members: Information about other unit holders and their respective holdings
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