The Share Purchase Agreement And Shareholders Agreement is a crucial document used in corporate transactions under English and Welsh law when shares are being transferred and new shareholders are entering a company. This combined agreement serves two primary purposes: facilitating the share transfer and establishing the framework for future shareholder relations. It's particularly relevant in private company acquisitions, investment rounds, and corporate restructurings where there's a need to both document the share sale and establish ongoing governance arrangements. The document typically includes detailed provisions on share valuation, warranties, board composition, voting rights, share transfer restrictions, and exit mechanisms.
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1. Parties: Identification of buyer, seller, and company including full legal names and registered addresses
2. Background: Context of the transaction, current shareholding structure, and purpose of the agreement
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpreting the document
4. Sale and Purchase: Core transaction terms including price, payment terms, and details of shares being transferred
5. Completion Mechanics: Process and requirements for completing the transaction, including timing and location
6. Warranties and Indemnities: Seller's assurances about the company and shares, and related indemnification obligations
7. Board Composition: Structure and appointment rights for the board of directors
8. Shareholder Rights and Obligations: Voting rights, dividend rights, and general shareholder responsibilities
9. Transfer Restrictions: Limitations on future share transfers and pre-emptive rights
10. Reserved Matters: Decisions requiring special shareholder approval
1. Earn-out Provisions: Additional payment terms based on future company performance metrics
2. Non-compete and Non-solicitation: Restrictions on seller's future business activities and employee solicitation
3. Tag-along and Drag-along Rights: Rights forcing or allowing shareholders to join in future share sales
4. Anti-dilution Protection: Provisions protecting shareholders from ownership dilution in future share issues
5. Information Rights: Rights of shareholders to receive company financial and operational information
1. Completion Obligations: Detailed list of actions and deliverables required at completion
2. Warranties: Comprehensive list of warranties about the company, business, and assets
3. Company Information: Corporate details including share capital structure and subsidiaries
4. Properties: Details of company's freehold and leasehold properties
5. Material Contracts: Schedule of key business agreements and commitments
6. Intellectual Property: List of owned and licensed intellectual property rights
7. Disclosure Letter: Formal disclosures against the warranties
8. Employee Information: Details of key employees and their service agreements
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