A company acquisition agreement between a Buyer and a Seller where part of the consideration is calculated by reference to the future performance of the company or business being purchased (earnout). The Seller's warranties are included in another template. This agreement is drafted in favour of the Buyer.
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.
The Seller agrees to sell, and the Buyer agrees to purchase, the number of Shares. The Shares shall be sold free from all security interests, options, equities, claims or other third party rights (including rights of pre-emption) of any nature whatsoever, together with all rights attaching to them.
The total purchase price payable by the Buyer to the Seller for the Shares shall be the aggregate of:
(a) fixed amount; and
(b) the value of the Earnout Consideration.
The Buyer shall pay, in respect of the purchase price, the sum of fixed amount in cash on Completion i, and the balance of the purchase price (or any overpayment due from the Seller to the Buyer upon finalisation of the Earnout) shall be paid by electronic transfer within seven (7) Business Days of the final determination under clause 6 of the value of the Earnout Consideration.
If any payment is made by the Seller to the Buyer under or in respect of any breach of this Agreement (including, without limitation, any payment pursuant to any Claim or any indemnity contained in this Agreement), the payment shall so far as possible be treated as a reduction in the price paid for the Shares.