Seller-Friendly Share Purchase Agreement Template

In this Agreement, unless the context otherwise requires, the following expressions have the meanings set out below:

"Business Day" means a day, other than a Saturday, Sunday or public holiday, on which banks are open for general business in [City/Jurisdiction].

"Claim" means any claim by the Buyer for breach of any of the Seller's Warranties or any other claim against the Seller under or in connection with this Agreement.

"Company" means [Company full legal name], as described in the recitals to this Agreement.

"Completion" means completion of the sale and purchase of the Shares in accordance with this Agreement.

"Completion Date" means the date on which Completion takes place in accordance with this Agreement.

"Conditions" means the conditions precedent set out in this Agreement, being the Mandatory Approvals and any other condition strictly required by applicable law for the lawful transfer of the Shares.

"Disclosed" means fairly disclosed in or under the Disclosure Letter, with sufficient detail to enable a reasonable buyer to identify the nature and scope of the matter disclosed.

"Disclosure Letter" means the letter dated the Effective Date from the Seller to the Buyer, delivered immediately prior to the execution of this Agreement, disclosing matters against the Seller's Warranties.

"Encumbrance" means any mortgage, charge, pledge, lien, option, right of pre-emption, assignment by way of security, third-party right or other security interest or arrangement having similar effect.

"Group" means the Company and its subsidiaries from time to time, and "Group Company" means any one of them.

"Leakage" means any of the following occurring during the Locked Box Period, other than Permitted Leakage: (i) any dividend or distribution declared, paid or made by any Group Company to the Seller or a Seller Related Person; (ii) any payment made, or asset transferred or surrendered, by any Group Company to or for the benefit of the Seller or a Seller Related Person; (iii) any liability assumed, indemnified or incurred by any Group Company for the benefit of the Seller or a Seller Related Person; (iv) any waiver, deferral or release by any Group Company of any amount owed to it by the Seller or a Seller Related Person; (v) any management, monitoring or advisory fee paid to the Seller or a Seller Related Person; (vi) any transaction costs of the Seller paid or borne by any Group Company; and (vii) any Tax payable by any Group Company as a result of any of the foregoing.

"Locked Box Accounts" means the [audited/unaudited] consolidated balance sheet of the Group as at the Locked Box Date, a copy of which has been provided to the Buyer.

"Locked Box Date" means [Date].

"Locked Box Period" means the period from (but excluding) the Locked Box Date to (and including) the Completion Date.

"Long-Stop Date" means [Date], or such later date as the Parties may agree in writing.

"Mandatory Approvals" means the approvals, consents, clearances or filings of or with any governmental or regulatory authority that are strictly required by applicable law for the sale and purchase of the Shares, as described in [description of mandatory approvals].

"Permitted Leakage" means any matter described as such in the section of this Agreement headed by reference to Leakage and Permitted Leakage.

"Purchase Price" means [Amount] [Currency], as adjusted only in accordance with this Agreement.

"Seller Related Person" means any person connected with the Seller, including any direct or indirect shareholder, subsidiary, affiliate, director, officer or employee of the Seller, and any person connected with any of them, but excluding any Group Company.

"Seller's Warranties" means the warranties given by the Seller in the section of this Agreement headed by reference to Seller's Warranties.

"Shares" means [Number] shares of [class] in the capital of the Company, being all of the shares held by the Seller, together with all rights attaching to them as at the Completion Date, including the right to all dividends and distributions declared, made or paid after the Locked Box Date (subject to the Leakage provisions of this Agreement).

"Tax" means any form of taxation, levy, duty, charge, contribution or withholding of any nature imposed by any governmental or regulatory authority, together with any related interest, penalty or fine.

Headings are for convenience only and do not affect interpretation. References to sections and clauses are to sections and clauses of this Agreement. Words in the singular include the plural and vice versa, and "including" means "including without limitation".

References to any legislation or legal provision include that legislation or provision as amended or re-enacted from time to time. References to a "person" include any individual, company, partnership, authority or other entity. References to "writing" include email, save where this Agreement expressly provides otherwise.

If there is any conflict between the body of this Agreement and the Disclosure Letter, the Disclosure Letter prevails solely as to the matters Disclosed against the Seller's Warranties. No provision of this Agreement shall be construed against a Party by reason of that Party having drafted it.

Upon the terms and subject to the conditions of this Agreement, the Seller shall sell, and the Buyer shall purchase, the Shares with effect from Completion, free from all Encumbrances and together with all rights attaching to them at Completion.

The Seller sells the Shares with full title guarantee only as to its title to, and its right to transfer, the Shares as expressly set out in the Seller's Warranties. Save as expressly set out in this Agreement, the Seller gives no warranty or assurance of any kind in respect of the Shares, the Company or the Group.

The Buyer shall purchase all of the Shares simultaneously. The Buyer shall not be obliged to complete the purchase of any of the Shares unless the purchase of all of them is completed simultaneously, and the Seller shall not be obliged to complete the sale of fewer than all of the Shares.

The Seller waives, and shall procure the waiver of, any right of pre-emption, first refusal or similar right over the Shares to which it or any Seller Related Person may be entitled under the constitutional documents of the Company or otherwise, in connection with the sale and purchase of the Shares under this Agreement.

Title to, and risk in, the Shares shall pass to the Buyer upon Completion, at which time the Buyer shall become entitled to exercise all rights attaching to the Shares. Economic benefit in the Group from the Locked Box Date shall accrue to the Buyer, subject to the provisions of this Agreement concerning Leakage.

The Buyer acknowledges that it has been afforded the opportunity to conduct such due diligence investigation of the Company and the Group as it considered necessary, and that it enters into this Agreement in reliance solely upon the Seller's Warranties and its own investigations.

The Purchase Price for the Shares is [Amount] [Currency], payable in cash at Completion by the Buyer to the Seller in cleared funds, in accordance with the payment provisions of this Agreement.

The Parties acknowledge and agree that the Purchase Price has been determined on a locked box basis by reference to the Locked Box Accounts, and that the Purchase Price is fixed. No adjustment shall be made to the Purchase Price by reference to the results, cash flows, assets, liabilities or working capital of the Group after the Locked Box Date, or by reference to any accounts prepared as at Completion.

The Buyer acknowledges that it has reviewed the Locked Box Accounts, accepts them as the agreed basis for the Purchase Price, and agrees that it shall have no claim against the Seller in respect of the contents, preparation or accuracy of the Locked Box Accounts, except to the extent expressly covered by the Seller's Warranties and subject to the limitations in this Agreement.

The Seller shall be entitled to retain for its own account, and the Buyer shall have no claim in respect of, any profits generated, and shall bear no obligation to compensate the Buyer for any losses suffered by, the Group during the Locked Box Period, save in respect of Leakage as provided in this Agreement.

[The Purchase Price shall bear no interest. Alternatively, if Completion has not occurred by [Date] for any reason other than the Seller's default, the Purchase Price shall be increased by an amount equal to [Percentage] percent per annum of the Purchase Price from that date to the Completion Date (the "Ticker"), payable at Completion.]

All payments by the Buyer under this Agreement shall be made without set-off, counterclaim, deduction or withholding of any kind, except as required by law, in which case the Buyer shall pay such additional amount as ensures that the Seller receives the amount it would have received had no deduction or withholding been required.

The Purchase Price shall be paid by electronic transfer to the bank account designated by the Seller in writing not less than [Number] Business Days before Completion, being [Seller bank account details]. Payment to that account shall constitute a full discharge of the Buyer's obligation to pay the Purchase Price.

The Seller undertakes to the Buyer that, during the Locked Box Period, there has been no Leakage, save for Permitted Leakage, and that it shall not permit any Leakage to occur during the period from the Effective Date to Completion.

"Permitted Leakage" means: (i) any payment or action specifically provided for in this Agreement or required to give effect to it; (ii) any salary, bonus, pension contribution, benefit or expense reimbursement in the ordinary course to any director or employee who is a Seller Related Person, in accordance with existing terms and not exceeding [Amount] in aggregate; (iii) any payment or transaction Disclosed in the Disclosure Letter or specified in [list of permitted payments and amounts]; (iv) any payment made or action taken with the written consent of the Buyer; (v) any transaction on arm's length terms in the ordinary course of business; and (vi) any payment not exceeding [Amount] in aggregate for all Leakage not otherwise described in this paragraph.

If any Leakage (other than Permitted Leakage) has occurred, the Seller shall, subject to the following provisions of this section, pay to the Buyer, on a pound-for-pound basis, an amount in cash equal to the amount of that Leakage actually received by or for the benefit of the Seller or any Seller Related Person (and, to the extent properly attributable, the related Tax actually suffered by the Group), following written notice from the Buyer.

The Seller's liability in respect of Leakage shall be limited to the amount of Leakage actually received by the Seller or any Seller Related Person, and shall be the Buyer's sole and exclusive remedy in respect of Leakage. The Buyer shall not be entitled to claim in respect of Leakage under the Seller's Warranties or otherwise.

The Seller shall have no liability for Leakage unless the Buyer has given written notice to the Seller, specifying in reasonable detail the nature of the Leakage and the amount claimed, on or before the date falling [Number] months after the Completion Date. Any claim not so notified shall be irrevocably waived and barred.

Any payment by the Seller in respect of Leakage shall be made within [Number] Business Days of the Buyer's notice, unless the Seller disputes the claim in good faith, in which case the dispute shall be resolved under the dispute resolution provisions of this Agreement. Any such payment shall be treated as a reduction of the Purchase Price.

The Buyer shall procure that, after Completion, no Group Company takes any action to recover or reverse any Permitted Leakage, and that the Group shall give the Seller reasonable access to records for the purposes of verifying any Leakage claim.

Completion is conditional upon, and the obligations of the Parties to proceed to Completion are subject to, the satisfaction (or waiver, where permitted) of the Conditions only, being: [the Mandatory Approvals, to be specified: e.g., regulatory approval or merger clearance, if and to the extent required by law].

No Condition shall be added to this Agreement save by written agreement of the Parties. The Parties acknowledge that no financing condition, due diligence condition, or condition relating to the absence of material adverse change shall apply.

The Buyer shall, at its own cost and expense, be responsible for satisfying every Condition that is within its control or relates to the Buyer or its affiliates, including preparing and making all filings and notifications and supplying all information required by any authority, and shall use best endeavours to satisfy each such Condition as soon as reasonably practicable and in any event before the Long-Stop Date. The Seller shall provide such information and assistance as the Buyer reasonably requests in respect of the Conditions, at the Buyer's cost.

The Buyer shall keep the Seller promptly and fully informed of progress in satisfying the Conditions, shall provide the Seller with copies of all material correspondence with any authority (subject to redaction of confidential information), and shall not withdraw any filing or offer any remedy, undertaking or commitment that would bind the Seller or any Group Company without the Seller's prior written consent.

The Conditions are for the benefit of both Parties and may be waived only by written agreement of both Parties, save that any Condition relating solely to the Buyer may not be waived where waiver would be unlawful. The Seller may not waive any Condition where this would be contrary to applicable law.

The Parties shall notify each other in writing promptly upon becoming aware that any Condition has been satisfied or has become incapable of satisfaction.

If any Condition has not been satisfied (or waived, where permitted) by 5:00 p.m. [Time zone] on the Long-Stop Date, either Party (provided that, in the case of the Buyer, its breach of this Agreement is not the principal cause of the failure) may terminate this Agreement by written notice to the other, subject to the Termination provisions of this Agreement.

From the Effective Date until Completion, the Seller shall procure that the Group carries on its business in the ordinary course in all material respects, except as required by law or this Agreement, as Disclosed, or as consented to by the Buyer (such consent not to be unreasonably withheld, conditioned or delayed, and deemed given if the Buyer has not responded within [Number] Business Days of a written request).

Without limiting the preceding clause, and subject to the same exceptions, the Seller shall procure that, without the Buyer's prior written consent, no Group Company shall: (i) issue or agree to issue any shares or securities; (ii) dispose of any material asset other than in the ordinary course; (iii) incur borrowings outside the ordinary course exceeding [Amount]; (iv) enter into any material contract outside the ordinary course exceeding [Amount]; or (v) declare or pay any dividend other than Permitted Leakage.

The Seller's obligations under this section shall be interpreted so as to be consistent with applicable competition and similar laws, and nothing in this section shall give the Buyer control over, or the right to direct, the business of any Group Company prior to Completion.

Nothing in this section shall restrict or prevent any action: (i) taken in an emergency or to protect the health, safety or property of any person; (ii) reasonably taken to comply with applicable law or the requirement of any authority; (iii) in connection with the Permitted Leakage; or (iv) required to give effect to this Agreement.

The Seller's sole liability for any breach of this section shall be limited to damages not exceeding the loss actually suffered by the Buyer as a direct result, and subject to the limitations in this Agreement. No breach of this section shall give the Buyer a right to terminate this Agreement unless the breach is material, is incapable of remedy or has not been remedied within [Number] Business Days of written notice, and has had a materially adverse effect on the value of the Group taken as a whole.

Between the Effective Date and Completion, the Seller shall give the Buyer such reasonable access during normal business hours to the Group's premises and key records as the Buyer reasonably requests, subject to confidentiality, applicable law and not unreasonably disrupting business, and always at the Buyer's cost.

Completion shall take place remotely by exchange of documents and electronic transfer of funds on the [Number] Business Day following the date on which the last of the Conditions is satisfied or waived, or on such other date and at such place as the Parties may agree in writing.

At Completion, the Seller shall deliver or make available to the Buyer: (i) duly executed transfers of the Shares in favour of the Buyer; (ii) the share certificates for the Shares (or an indemnity in lieu thereof in a form reasonably acceptable to the Buyer); and (iii) written resignations, in agreed form, of the directors of the Company nominated by the Seller as listed in [list of resigning directors], resigning solely from their offices and without any claim for compensation for loss of office, save for accrued entitlements.

At Completion, the Buyer shall: (i) pay the Purchase Price to the Seller in accordance with this Agreement; (ii) deliver to the Seller evidence satisfactory to it that the Conditions relating to the Buyer have been satisfied; and (iii) deliver a certified copy of the board resolution of the Buyer authorizing its entry into this Agreement.

The Buyer's obligations under the preceding clause are to be performed first or simultaneously with the Seller's obligations. The Seller shall not be required to deliver any item at Completion unless the Buyer has first paid, or simultaneously pays, the Purchase Price in full.

Upon Completion, the Buyer shall procure the registration of the transfer of the Shares in the register of members of the Company, and shall, at its own cost, make all filings, notifications and registrations required in connection with the change of ownership.

If either Party fails to comply with its Completion obligations, the other Party may (without prejudice to any other remedy) by written notice: (i) defer Completion to a date not more than [Number] Business Days later; or (ii) proceed to Completion so far as practicable; or (iii) terminate this Agreement in accordance with its terms, provided that the Seller shall be entitled to enforce this Agreement against the Buyer for specific performance.

The Buyer shall, at Completion, procure the release of the Seller and each Seller Related Person from any guarantee, indemnity or security given by it in respect of the obligations of any Group Company, as listed in [list of guarantees], and shall indemnify the Seller against any liability arising under it after Completion.

Subject to the provisions of this Agreement (including the Disclosure and Limitations sections), the Seller warrants to the Buyer, as at the Effective Date and, by reference to the facts then existing, as at Completion, that the following statements are true and accurate.

The Seller is the sole legal and beneficial owner of the Shares, and has the right to sell and transfer them to the Buyer free from any Encumbrance. The Shares are fully paid and constitute [Percentage] percent of the issued share capital of the Company.

The Seller is duly incorporated and validly existing under the laws of its jurisdiction of incorporation, has full power and authority to enter into and perform this Agreement, and this Agreement constitutes valid and binding obligations of the Seller enforceable in accordance with its terms, subject to applicable insolvency and similar laws affecting creditors' rights generally.

The execution and performance of this Agreement by the Seller does not and will not breach the constitutional documents of the Seller or the Company, nor any order or judgment by which the Seller is bound, subject to obtaining the Mandatory Approvals.

The Company is duly incorporated and validly existing, and no order has been made, petition presented or resolution passed for the winding up of the Company or any Group Company, and no administrator, receiver or similar officer has been appointed in respect of any of them, and to the Seller's knowledge, no such step is threatened.

The Locked Box Accounts have been prepared in all material respects in accordance with the accounting policies and principles applied in the preparation of the Group's previous financial statements, and, so far as the Seller is aware, give a true and fair view of the financial position of the Group as at the Locked Box Date in all material respects.

To the Seller's knowledge, as at the Effective Date, no Group Company is a party to any material litigation or arbitration, whether as claimant or defendant, other than as Disclosed, and none has been threatened in writing against any Group Company.

The Seller's Warranties are the only warranties given by the Seller. All other warranties, conditions, representations and terms, whether express or implied by statute, common law or otherwise, are excluded to the fullest extent permitted by law. References to the "Seller's knowledge" mean the actual knowledge of [names of individuals] without any duty of enquiry or imputed knowledge.

Each of the Seller's Warranties is separate and independent and is not limited by reference to any other Seller's Warranty.

The Seller's Warranties are given subject to, and qualified by, all matters Disclosed in the Disclosure Letter, and the Buyer shall have no Claim in respect of any matter, fact or circumstance Disclosed, whether or not the relevant Seller's Warranty is specifically referenced in the Disclosure Letter.

Each matter disclosed in the Disclosure Letter shall be deemed to be disclosed against every Seller's Warranty to which its relevance is reasonably apparent on the face of the disclosure, whether or not cross-referenced.

In addition to the Disclosure Letter, the following shall be deemed Disclosed against all Seller's Warranties: (i) all matters in the documents and information contained in the virtual data room established for the transaction, an index of which has been provided to the Buyer on [Date]; (ii) all matters in the public registers maintained at the registered office or equivalent authority of any Group Company; and (iii) all matters of which the Buyer has actual knowledge or which would be known by it upon reasonable enquiry.

The Buyer acknowledges that the Disclosure Letter has been prepared on the basis that the Seller is relying upon its terms, and that the Buyer has reviewed and accepts the contents of the Disclosure Letter, the data room, and the documents referred to therein.

The Seller may, at any time before Completion, supplement or amend the Disclosure Letter in respect of any matter first arising or first coming to the Seller's attention after the Effective Date. If the matter disclosed would have a material adverse effect on the Group taken as a whole, the Buyer may, within [Number] Business Days of receipt, terminate this Agreement by written notice as its sole remedy; failing such termination, the Buyer shall be deemed to have accepted the supplement and the Disclosure Letter shall be treated as amended.

No Disclosure or supplement shall constitute or be treated as an admission of any breach of any Seller's Warranty, of any liability to any third party, or of any obligation or liability, whether or not material.

The Buyer warrants to the Seller, as at the Effective Date and as at Completion, that it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation, and has full power, authority and capacity to enter into and perform this Agreement, which constitutes valid and binding obligations of the Buyer enforceable in accordance with its terms.

The Buyer further warrants that: (i) entry into and performance of this Agreement does not conflict with its constitutional documents, any applicable law, or any agreement by which it is bound; (ii) it has, and will at Completion have, sufficient immediately available funds to pay the Purchase Price and to perform all its obligations under this Agreement; and (iii) it is not insolvent and no step has been taken to wind it up.

The Buyer is acquiring the Shares for its own account and for business purposes, and not with a view to resale in violation of any applicable law. The Buyer is entering into this Agreement as a business and not as a consumer.

The Buyer acknowledges and agrees that: (i) it has conducted its own independent investigation, review and analysis of the Group; (ii) it has been given access to the information, personnel and documents it has requested; and (iii) it is relying solely on the Seller's Warranties as qualified by the Disclosure Letter and not on any other statement, forecast, projection, opinion or information.

The Buyer acknowledges that the Seller makes no representation or warranty as to the accuracy or completeness of any forecast, budget, projection, business plan, management presentation, or any information supplied in the data room, other than as expressly set out in the Seller's Warranties.

The Buyer irrevocably waives any right or remedy it might have in respect of any statement, representation or assurance not expressly set out in this Agreement, including any claim in misrepresentation (other than for fraud), and acknowledges that this clause is a material inducement to the Seller to enter into this Agreement.

The Buyer warrants that, as at the Effective Date, it is not aware of any fact, matter or circumstance that would entitle it to make a Claim, and agrees that it shall not be entitled to make any Claim in respect of any matter of which it had actual knowledge as at the Effective Date.

The Seller shall not be liable for any Claim unless the Buyer has given the Seller written notice of the Claim, stating in reasonable detail the nature of the Claim, the Seller's Warranty alleged to have been breached and, so far as practicable, the amount claimed, within [Number] months of the Completion Date. Any Claim not so notified, and any Claim notified but not issued in legal proceedings within [Number] months of notification, shall be waived and barred.

The Seller shall not be liable for any individual Claim (or series of related Claims arising from the same or similar facts) unless the amount of that Claim exceeds [Amount] (the "De Minimis"), in which case no liability shall arise in respect of that Claim at all.

The Seller shall not be liable for any Claim unless the aggregate amount of all Claims which exceed the De Minimis exceeds [Amount] (the "Threshold"), in which case the Seller shall be liable only for the excess above the Threshold.

The total aggregate liability of the Seller in respect of all Claims, and any other claim whatsoever arising under or in connection with this Agreement (other than liability for Leakage, which is limited to the amount received, and for fraud), shall not exceed [Percentage] percent of the Purchase Price. The Seller's liability in respect of any breach of the warranties relating to title and capacity shall not exceed the Purchase Price.

The Seller shall not be liable for any Claim to the extent that: (i) it arises from matters Disclosed; (ii) the matter is specifically provided for or reserved in the Locked Box Accounts; (iii) it arises from any act or omission of the Buyer or any Group Company after Completion, or any change in law or accounting practice or Tax rates after the Effective Date; (iv) the Buyer has been or is entitled to be compensated under insurance, indemnity or otherwise; or (v) the loss is contingent, until it becomes an actual liability.

The Seller shall not be liable for any indirect or consequential loss, loss of profit, loss of goodwill, loss of opportunity, diminution in value based on a multiple of earnings, or punitive or exemplary damages. The Buyer shall not recover more than once in respect of the same loss, and shall take all reasonable steps to mitigate any loss.

If the Seller pays any amount in respect of a Claim, the payment shall be treated as a reduction of the Purchase Price. No limitation in this section shall apply to the extent that the Claim arises from the Seller's fraud or where it is unlawful to exclude or limit liability.

If the Buyer becomes aware of any matter that may give rise to a Claim, or of any claim, demand or proceeding by a third party that may give rise to a Claim (a "Third Party Claim"), the Buyer shall give written notice to the Seller within [Number] Business Days, with reasonable details and copies of relevant documents. Failure to do so shall relieve the Seller of liability to the extent it is prejudiced by the delay.

In respect of any Third Party Claim, the Buyer shall, and shall procure that each Group Company shall: (i) take no action or admission and make no settlement or compromise without the Seller's prior written consent; (ii) allow the Seller, at its option and expense, to take conduct of the defense, negotiation and settlement of the Third Party Claim in the name of the Buyer or the relevant Group Company; and (iii) give the Seller and its advisers all reasonable access to personnel, premises and documents.

The Buyer shall, and shall procure that each Group Company shall, take such action as the Seller reasonably requests to avoid, dispute, resist, mitigate, compromise or defend the Third Party Claim, subject to the Seller indemnifying the Buyer against reasonable out-of-pocket costs properly incurred in complying with those requests.

The Buyer shall not, and shall procure that no Group Company shall, settle or compromise any Third Party Claim or admit liability without the Seller's prior written consent, and any such settlement or admission shall relieve the Seller of liability in respect of that Claim.

If the Seller recovers or is entitled to recover from a third party any amount in respect of any matter giving rise to a Claim, the Buyer shall, at the Seller's request and cost, take all reasonable steps to enforce that recovery, and any amount recovered shall reduce the Seller's liability accordingly. If the Seller has paid the Claim, the Buyer shall pay over to the Seller any amount recovered up to the amount paid.

If the Buyer or any Group Company subsequently recovers from any third party any amount in respect of any matter that has resulted in a payment by the Seller, the Buyer shall promptly repay to the Seller the lesser of the amount recovered (net of costs and Tax) and the amount paid by the Seller.

The Seller shall have no liability in respect of any Claim that arises in respect of any matter notified to it other than in accordance with this section, and the Buyer shall provide such documents and information as the Seller reasonably requests in order to investigate any matter notified.

For a period of [Number] years from the Completion Date (the "Restricted Period"), the Seller shall not, and shall procure that its affiliates that it controls shall not, directly carry on or be engaged in any business that competes with the business of the Group as conducted at the Completion Date in [Territory] (the "Restricted Business").

The Seller shall not, during the Restricted Period, directly or indirectly solicit for employment any senior employee of the Group, being an employee with annual remuneration exceeding [Amount], who is employed at the Completion Date and with whom the Seller had material dealings in the [Number] months prior to Completion, provided that general advertising not targeted at such employees shall not constitute a breach.

Nothing in this section shall prevent the Seller or its affiliates from: (i) holding shares or securities representing not more than [Percentage] percent of any class of securities of any listed company; (ii) carrying on any business carried on by it at the Effective Date, as Disclosed; (iii) employing any person who responds to a general advertisement or who has ceased to be employed by the Group; or (iv) acting in the course of any activity undertaken for or on behalf of the Group.

Each of the restrictions in this section is a separate and independent covenant, and is considered by the Parties to be reasonable and necessary to protect the goodwill of the Group acquired by the Buyer. If any restriction is found to be unenforceable but would be enforceable if some part were deleted or its scope or duration reduced, it shall apply with such modification as is necessary to make it enforceable.

The Buyer shall not, and shall procure that no Group Company shall, during the Restricted Period, make any statement that is disparaging of the Seller, or solicit any customer, supplier or employee of the Seller in respect of any business of the Seller other than the Restricted Business.

The restrictions in this section apply only to the extent permitted by applicable law, including competition law. The Parties agree that, in the event of a breach by the Seller, the Buyer's remedies shall be limited to damages proven and injunctive relief, subject to the limitations in this Agreement, and no breach shall entitle the Buyer to rescind this Agreement or recover any part of the Purchase Price.

Each Party shall keep confidential, and shall not disclose to any person, the existence and terms of this Agreement, the negotiations leading to it, and all non-public information received from the other Party relating to its business, affairs or this transaction ("Confidential Information"), save as permitted by this section.

A Party may disclose Confidential Information: (i) to its affiliates, directors, officers, employees, professional advisers, financiers, insurers and auditors who need to know it and who are bound by confidentiality obligations; (ii) as required by applicable law, any court or regulatory authority, or the rules of any recognized stock exchange; (iii) to the extent necessary to satisfy the Conditions or to enforce its rights under this Agreement; or (iv) with the prior written consent of the other Party.

Confidentiality obligations shall not apply to information that: (i) is or becomes publicly available other than through breach of this Agreement; (ii) was lawfully in the possession of the recipient before disclosure without obligation of confidentiality; (iii) is independently developed by the recipient without use of the Confidential Information; or (iv) is lawfully received from a third party without restriction.

Following Completion, the confidentiality obligations of the Buyer shall not apply to information relating exclusively to the Group, but shall apply in respect of information relating to the Seller and its affiliates (other than the Group). The Seller's confidentiality obligations in respect of the Group shall continue for [Number] years from Completion.

No announcement concerning this Agreement or the transaction shall be made by or on behalf of any Party without the prior written approval of the other Party (such approval not to be unreasonably withheld or delayed), save as required by law or any regulatory authority, in which case the Party making the announcement shall, so far as practicable, consult with the other Party in advance.

If this Agreement is terminated, each Party shall promptly return or destroy, upon request, all Confidential Information of the other Party in its possession, save as required by law or for routine back-up purposes, and the confidentiality obligations shall continue for [Number] years from termination.

This Agreement may be terminated at any time before Completion: (i) by mutual written agreement of the Parties; (ii) by either Party, by written notice to the other, if the Long-Stop Date has passed and the Conditions have not been satisfied or waived, in accordance with the Conditions section; or (iii) by either Party if any court or authority of competent jurisdiction has issued a final, non-appealable order permanently prohibiting the sale and purchase of the Shares.

The Seller may terminate this Agreement by written notice to the Buyer, with immediate effect, if: (i) the Buyer fails to complete in accordance with the Completion provisions of this Agreement; (ii) the Buyer is in material breach of this Agreement and (if the breach is capable of remedy) fails to remedy it within [Number] Business Days of written notice; or (iii) the Buyer becomes insolvent, or any analogous event occurs in respect of the Buyer.

The Buyer may terminate this Agreement by written notice to the Seller only if: (i) the Seller is in material breach of the Seller's Warranties relating to title and capacity, or of its Completion obligations, which is incapable of remedy or not remedied within [Number] Business Days of written notice; or (ii) as expressly provided in the Disclosure section. The Buyer shall have no other right to terminate or rescind this Agreement, whether before or after Completion.

Upon termination under this section, this Agreement shall cease to have effect, save for the surviving provisions relating to confidentiality, costs, notices, governing law and dispute resolution, and any accrued rights or liabilities of either Party at the date of termination.

If this Agreement is terminated by the Seller by reason of the Buyer's breach, or by either Party by reason of the failure to satisfy a Condition within the Buyer's control, the Buyer shall pay to the Seller, within [Number] Business Days of demand, [Amount] as liquidated damages and a genuine pre-estimate of the Seller's loss, without prejudice to any other right or remedy of the Seller.

After Completion, neither Party shall be entitled to terminate or rescind this Agreement for any reason, and the Parties' remedies shall be limited to damages (and, in the case of the Seller, specific performance), as provided in this Agreement.

Except as otherwise provided in this Agreement, each Party shall bear its own costs and expenses (including legal, accounting and advisory fees) incurred in connection with the negotiation, preparation and performance of this Agreement.

The Buyer shall bear: (i) all transfer, stamp, registration and similar duties and Taxes payable in connection with the transfer of the Shares; (ii) all costs of obtaining the Mandatory Approvals and satisfying the Conditions, including filing fees; and (iii) all costs of any financing arranged by it.

The Company shall not bear any costs of the Seller's advisers in respect of this transaction, and any such costs paid by the Group prior to Completion shall be Leakage unless otherwise provided as Permitted Leakage.

All sums payable under this Agreement shall be paid in [Currency] in immediately available cleared funds, without set-off, counterclaim, deduction or withholding (except as required by law), to the account notified by the recipient.

If a Party fails to pay any sum due under this Agreement on the due date, it shall pay interest on that sum from the due date until actual payment (before and after judgment) at the rate of [Percentage] percent per annum above the base rate of [Reference bank], accruing daily and compounded [monthly/quarterly].

All sums payable under this Agreement shall be exclusive of any value added tax or similar tax, which shall, if applicable, be payable in addition upon receipt of a valid invoice. Any payment by the Seller in respect of a Claim shall, so far as possible, be treated as an adjustment to the Purchase Price.

If any amount paid to the Buyer under this Agreement is subject to Tax in the hands of the Buyer, no additional amount shall be payable by the Seller in respect of such Tax, and no Claim shall be increased by reason of such Tax.

This Agreement constitutes the entire agreement between the Parties relating to its subject matter and supersedes all prior negotiations, understandings, representations and agreements, whether written or oral, relating to the sale and purchase of the Shares. Each Party acknowledges that it has not relied on any statement not set out in this Agreement.

No variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of each of the Parties. No waiver of any right shall be effective unless in writing, and no failure or delay in exercising any right shall operate as a waiver of it. A waiver of any breach shall not constitute a waiver of any other breach.

Neither Party may assign, transfer, charge or otherwise deal with any of its rights or obligations under this Agreement without the prior written consent of the other Party, save that the Seller may assign the right to receive payment to any affiliate or financier upon written notice to the Buyer.

If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions shall not be affected.

Any notice under this Agreement shall be in writing, in the English language, and delivered by hand, by recognized international courier or by email to the address set out at the end of this Agreement (or such other address as a Party notifies). A notice shall be deemed received: if by hand, on delivery; if by courier, on the [Number] Business Day after dispatch; and if by email, at the time of transmission, unless sent outside business hours, in which case at the opening of business on the next Business Day.

A person who is not a Party shall have no right to enforce any term of this Agreement, save that each Seller Related Person may enforce the provisions that benefit it. The Parties may amend or terminate this Agreement without the consent of any such person.

This Agreement may be executed in any number of counterparts, each of which when executed shall be an original, and all of which together constitute one and the same instrument. Electronic signatures and delivery by electronic means shall be effective for all purposes.

Each Party shall, at its own cost, execute such documents and take such further action as the other Party may reasonably request to give full effect to this Agreement. The rights and remedies provided in this Agreement are cumulative only to the extent expressly stated and, otherwise, are subject to the limitations set out herein.

This Agreement, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with the laws of [Governing Law Jurisdiction].

The Parties shall first attempt in good faith to resolve any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, breach or termination (a "Dispute"), by negotiation between senior executives of each Party. Either Party may initiate this process by written notice to the other (a "Dispute Notice").

If the Dispute is not resolved within [Number] days of the Dispute Notice, then, save as provided below, the Dispute shall be finally resolved by arbitration under the rules of [Arbitration Institution], by [One/Three] arbitrator(s) appointed in accordance with those rules.

The seat and legal place of arbitration shall be [City, Jurisdiction]. The language of the arbitration shall be English. The award shall be final and binding on the Parties, and judgment upon it may be entered in any court having jurisdiction.

The Parties agree that the arbitration and all information, documents, and awards relating to it shall be kept confidential, save as required by law or to enforce or challenge an award.

Nothing in this section shall prevent either Party from seeking urgent interim, injunctive or conservatory relief from any court of competent jurisdiction, nor prevent the Seller from seeking specific performance of the Buyer's obligations before the courts of [Jurisdiction], to whose non-exclusive jurisdiction the Buyer irrevocably submits for that purpose.

The Buyer irrevocably appoints [Process Agent name and address] as its agent for service of process in [Jurisdiction] in connection with any proceedings, and shall maintain such an agent until all obligations have been performed. The costs of any arbitration shall be allocated by the tribunal, which shall have regard to the outcome of the Dispute.