Our agreement model was developed on the assumption that the shares sold and purchased are held in a limited company and that the seller and buyer are private class companies, the UK-registered companies. The agreement can be adapted to the scenario in which the seller of the sale shares is an individual who sells his shares either to a company or another person, or when the seller is a business and the buyer is an individual. Our agreement was also developed on the basis of a non-simultaneous exchange and conclusion, although it is easily optimized, so that the exchange and conclusion are simultaneous (as explained in more detail in the guidelines). Parties to the OSG may later find that it contains provisions that are illegal or contrary to public policy, with the result that the agreement could be totally or partially implemented or unenforceable. A severance clause is intended to clarify that, in such a case, the parties intend to survive by removing/repealing the offending provisions of the rest of the agreement. Our proposal contains the usual essential provisions contained in share purchase contracts and can be adapted to additional provisions regarding the specifics of a particular transaction and aspects of the agreement that are important or affected by the parties concerned. Because it is a simplified short-form agreement, it does not contain the full range of buyer protection provisions, which are generally contained in a longer-form share purchase agreement. Note that if a seller provides insufficient information, he may be faced with counterfeit claims that could allow the buyer to recover some or all of the purchase price. In general, this part of the agreement has no direct legal consequences. However, when a dispute arises, this section can serve as an interpretive guide for all operational provisions that subsequently prove to be obscure or ambiguous or are the subject of litigation by other means. The document contains a less extensive range of guarantees than the other share sales contracts we offer.
The company whose shares are bought and sold could be present in any sector. Sellers and buyers may be individuals or other businesses. Once the parties have written down the terms of their agreement, there is a presumption that the written document contains all the terms of the contract. The reason for a full contractual clause is to avoid this presumption being ousted and also to prevent the courts from finding that pre-contract statements constitute a guarantee or contract or other ancillary agreement between the parties. This provision excludes all third-party rights under the Third Party Rights Act 1999. Before including this provision, first check that no third party intends to benefit from a right or defence under the agreement.