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A share purchase agreement is a formal contract or an agreement that sets out the terms and conditions relating to the sale and purchase of shares in a company. The share purchase agreement should very clearly set out what is being sold, to whom and for how much, as well as any other obligations and liabilities.
Share Purchase Agreement is a kind of business practice performed between two parties, seller and purchaser. The agreement consists of shareholder rights, duties, and other varied terms. In the absence of this document it is nearly impossible to maintain the coherency between the two parties.
The share purchase agreement is usually drafted by the seller's lawyer, although the buyer may also seek legal advice and make revisions to the agreement.
All parties must provide their addresses and registered offices, together with a declaration that they have the right to sell or buy the shares. The sellers must also declare that they have either individual or joint responsibility for the full amount of any liabilities that are disclosed in the SPA.
The buyer's lawyers will generally prepare the first draft of the share purchase agreement (SPA). However, in addition to precedents which assume that the drafter is acting for the buyer, we also provide precedents for drafters acting for the seller (either preparing a first draft or marking up the buyer's draft).