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A company acquisition agreement between a Buyer and a Seller with the Seller's parent guaranteeing the obligations. The Seller's warranties are included in another template. This agreement is drafted in Neutral Form.
The Company is a company limited by shares. The Seller is the legal and beneficial owner of the Shares in the Company. The Seller has agreed to sell all of the Shares to the Buyer for the consideration and upon the terms set out in this Agreement.
In consideration of the Buyer entering into this Agreement, the Guarantor has agreed to guarantee the performance by the Seller of their obligations under this Agreement.
The Seller agrees to sell (or procure the sale of) the Shares and the Buyer agrees to purchase the Shares with effect from the close of business on completion date. The Shares shall be sold free from all security interests, options, equities, claims or other third party rights (including, without limitation, rights of pre-emption) of any nature whatsoever, together with all rights attaching to them including, without limitation, the right to receive all dividends and other distributions declared, made or paid on or after completion.
The total price payable by the Buyer to the Seller for the Shares shall be the sum of amount, which shall be paid in cash on Completion, or to be satisfied by the allotment by the Buyer to the Seller of ordinary shares credited as fully paid in the capital of the Buyer. The Consideration Shares shall rank pari passu with the existing ordinary shares of in the capital of the Buyer.
This shareholders' agreement should be carefully read by the Seller, Buyer and Guarantor.
All parties should sign and return a copy, and once signed, all parties should get a copy.
To avoid any future disputes, all parties may wish to have their signatures witnessed.
If any of the parties wish to amend the agreement in the future, all parties should agree to do so, and the original agreement and amendments should be recorded in writing and signed by all parties.