Share purchase agreement: short form: simultaneous exchange and completion

Resource type: Standard document

Status: Maintained

Jurisdiction: United Kingdom

A short form agreement for the sale and purchase of a private company's shares where there is simultaneous exchange and completion. There is a single corporate seller and a single corporate buyer. The target is wholly owned by the seller and the consideration is cash to be paid on completion. There is a tax covenant (rather than a separate tax indemnity). It is drafted from the buyer's perspective and on the assumption that the target has no significant intellectual property or real property and there is no company pension scheme.

This is a shorter form document and due to its nature will not provide the buyer with the detailed protections afforded in a long form share purchase agreement. Accordingly, this document should be read in conjunction with its accompanying drafting note and reference should be made to the long form agreement where necessary.

For a longer form agreement, if exchange and completion is simultaneous, see Standard document, Share purchase agreement: multiple individual sellers: simultaneous exchange and completion and if there is a gap between exchange and completion see Standard document, Share purchase agreement: multiple individual sellers: non simultaneous exchange and completion.

Note that this version of the share purchase agreement does not contain anti-corruption warranties (unlike the long form versions) and if the parties wish to include such warranties as a result of the commencement of the Bribery Act 2010 on 1 July 2011, please see Standard clause, Anti-corruption warranties: share purchase agreement .

PLC Corporate. Employment provisions by PLC Employment, pensions provisions by PLC Pensions, property provisions by PLC Property and IP provisions by PLC IP & IT. Tax provisions by PLC Tax and reviewed by McDermott, Will & Emery.

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Resource ID: 6-200-4395
Products: PLC UK Corporate, PLC UK Corporate Firmstyle, PLC UK Law Department
This resource is maintained, meaning that we monitor developments on a regular basis and update it as soon as possible.

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