This document outlines a sale and purchase agreement for shares between a seller and buyer. It is a legal agreement for the purchase of shares without warranties. The agreement is in favor of the buyer, and it is a simple sale or transfer of shares agreement. The shares in question are those of a limited company, and the seller agrees to sell and transfer the shares to the buyer. The shares shall be sold free from any third-party rights, and all dividends and other distributions paid after completion shall be received by the buyer. The total price for the shares is a specified amount, which shall be paid in cash on completion.

The agreement includes provisions for the completion of the sale and purchase of the shares, including the transfer of the shares into the buyer's name and delivery of share certificates. The purchase price shall be paid to the seller by electronic funds transfer to the seller's bank account.

The document also includes restrictions on the seller's actions after completion of the sales and purchase, such as not carrying on any competing business or soliciting any Group Company employees. The seller also cannot disclose or use confidential information related to any Group Company.

The agreement includes representations and warranties by the seller to the buyer, and the seller undertakes to pay in cash to the buyer for any breach of warranties. The agreement acknowledges that the duration, extent, and application of each restriction are reasonable and necessary for the buyer's protection.

How to use this Document?

1. Read the instruction: The first paragraph explains that this document is a sale and purchase agreement between two parties (the Seller and the Buyer) for a specific number of shares in a limited company. It also provides a brief background on the agreement.

2. Understand the terms: The agreement is divided into several clauses. Clause 1 covers the sale of shares and the consideration for the sale. Clause 2 covers completion of the sale, including delivery of share certificates and payment of the purchase price. Clause 3 places certain restrictions on the Seller after completion of the sale. Clause 4 includes warranties and undertakings by the Seller.

3. Pay attention to details: Make sure you understand the details of the agreement, including the number of shares being sold, the purchase price, the completion date, and the restrictions on the Seller.

4. Seek legal advice: This document is a legal agreement, so it is advisable to seek legal advice before signing it. A lawyer can help you understand the legal implications of the agreement and ensure that your interests are protected.

5. Follow the steps for completion: The completion of the sale is set out in Clause 2. Make sure that all necessary steps are taken to transfer the shares, including delivery of share certificates and payment of the purchase price.

6. Be aware of the interests. The restrictions on the Seller are set out in Clause 3. Make sure that you understand these restrictions and comply with them to avoid any legal issues.

7. Consider the warranties: Clause 4 includes warranties and undertakings by the Seller. Pay attention to these warranties as they may have an impact on the purchase price and your overall investment.

By following these steps, you can use this document to complete a sale and purchase agreement for shares in a limited company.