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What is a Share Purchase Agreement?
A Share Purchase Agreement is a contract for the sale and purchase of the entire issued share capital of a company.
In a Share Purchase Agreement, the seller gives extensive representations and warranties on the various aspects of the company being sold.
Under a Share Purchase Agreement, the buyer pays the purchase price and the parties execute share transfer documents at completion. It is important to check stamping requirements and procedures under the relevant jurisdiction.
Key points included
- Details about the company to be acquired/sold;
- Details about the shares to be acquired/sold;
- Representations and warranties to be given by the seller;
- Limitations on liabilities for untrue warranties;
- New directors, company secretary, and auditors to be appointed after completion;
- Pre-completion undertakings and post-completion restrictions; and
- Confidentiality obligations.