UK private company SPA share consideration provisions: definitions, consideration mechanics, CA 2006 authority to allot, buyer warranties, completion steps, and individual tax clearances (TCGA 1992 s138; ITA 2007 s701)
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Precedents
1. Definitions and interpretation
Insert the following as additional definitions into clause 1 of the Precedent: Share purchase agreement—pro-buyer—corporate seller—conditional—long form.
- Consideration Shares means the Ordinary Shares to be allotted and issued to the Seller under clause [ 3 OR [ insert clause number for consideration clause ] ] [ and any shares arising from a capitalisation, sub-division or consolidation of the shares by the Buyer prior to Completion ];
- Ordinary Shares means the ordinary shares of £[ insert number ] each in the capital of the Buyer; [ and ]
Delete clause 3 of the Precedent: Share purchase agreement—pro-buyer—corporate seller—conditional—long form and replace it with the clause set out below.
3. Consideration
3.1 The consideration payable for the Sale Shares shall be £[ insert amount ] and will be discharged as follows:
- 3.1.1 the sum of £[ insert amount ] shall be paid in cash on Completion, in accordance with clause 7; and
- 3.1.2 the sum of £[ Insert amount ] shall be satisfied by the Buyer allotting and issuing to the Seller [ Insert number ] Consideration Shares...
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Web page updated on 22/05/2026
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