The Pro Buyer Stock Purchase Agreement is a specialized contract used in share acquisition transactions under English and Welsh law. It is particularly suitable when a buyer requires comprehensive protection when acquiring shares in a target company. The agreement includes extensive warranties, indemnities, and conditions precedent, all structured to favor the buyer's position. This document type is commonly used in private company acquisitions where the buyer wants to ensure thorough due diligence and maintain strong post-completion rights. The agreement typically includes detailed disclosure requirements, specific performance conditions, and robust remedies for breach of warranties.
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Key Requirements PROMPT example:
Pro Buyer Stock Purchase Agreement
"I need a Pro Buyer Stock Purchase Agreement for the acquisition of a UK-based software company, with particular emphasis on technology warranties and data protection provisions, as we're planning to complete the purchase by March 2025."
1. Parties: Identification and details of the buyer and seller
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 sold
5. Conditions Precedent: Conditions that must be satisfied before completion
6. Completion: Mechanics and timing of the transaction closing
7. Warranties: Seller's representations about the business and shares
8. Indemnities: Specific protections for the buyer
9. Limitations on Liability: Caps and restrictions on seller's liability
1. Environmental Provisions: Required if company has significant environmental exposure - typically used for manufacturing or industrial businesses
2. Employee Matters: Detailed provisions regarding employees and benefits - used when company has significant workforce
3. Intellectual Property: Specific IP warranties and protections - used for technology or brand-focused companies
4. Real Estate: Property-specific provisions - used when company owns significant real estate
1. Share Details: Details of shares being transferred
2. Warranties: Detailed warranty schedule
3. Disclosure Letter: Seller's disclosures against warranties
4. Properties: List and details of company properties
5. Material Contracts: Key business agreements
6. Intellectual Property: Schedule of IP rights
7. Completion Obligations: Detailed closing requirements and documents
Authors
Relevant legal definitions
Accounts
Accounts Date
Action
Affiliate
Agreement
Business
Business Day
Claim
Completion
Completion Date
Conditions
Confidential Information
Consideration
Control
Data Protection Laws
Data Room
Disclosure Letter
Encumbrance
Environmental Laws
Environmental Permits
Financial Statements
Governmental Authority
Group
Intellectual Property Rights
Key Employees
Law
Leased Properties
Liabilities
Long Stop Date
Loss
Management Accounts
Material Adverse Change
Material Contracts
Owned Properties
Parties
Permits
Properties
Purchase Price
Regulations
Sale Shares
Seller's Knowledge
Sellers' Representatives
Shareholders' Agreement
Subsidiaries
Tax
Taxation
Tax Authority
Tax Covenant
Tax Returns
Tax Warranties
Third Party
Transaction
Transaction Documents
Warranties
Warranty Claim
Accounts Date
Action
Affiliate
Agreement
Business
Business Day
Claim
Completion
Completion Date
Conditions
Confidential Information
Consideration
Control
Data Protection Laws
Data Room
Disclosure Letter
Encumbrance
Environmental Laws
Environmental Permits
Financial Statements
Governmental Authority
Group
Intellectual Property Rights
Key Employees
Law
Leased Properties
Liabilities
Long Stop Date
Loss
Management Accounts
Material Adverse Change
Material Contracts
Owned Properties
Parties
Permits
Properties
Purchase Price
Regulations
Sale Shares
Seller's Knowledge
Sellers' Representatives
Shareholders' Agreement
Subsidiaries
Tax
Taxation
Tax Authority
Tax Covenant
Tax Returns
Tax Warranties
Third Party
Transaction
Transaction Documents
Warranties
Warranty Claim
Clauses
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Warranties
Tax Warranties
Tax Covenant
Limitations on Liability
Indemnities
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Data Protection
Environmental Matters
Employee Matters
Pensions
Real Property
Material Contracts
Change of Control
Regulatory Compliance
Insurance
Power and Authority
Further Assurance
Assignment
Announcements
Costs
Notices
Entire Agreement
Severability
Variation
Waiver
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Warranties
Tax Warranties
Tax Covenant
Limitations on Liability
Indemnities
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Data Protection
Environmental Matters
Employee Matters
Pensions
Real Property
Material Contracts
Change of Control
Regulatory Compliance
Insurance
Power and Authority
Further Assurance
Assignment
Announcements
Costs
Notices
Entire Agreement
Severability
Variation
Waiver
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Relevant Industries
Relevant Teams
Relevant Roles
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