Legal English Challenge 2023 – Day 19

Read the short text about share purchase agreements, then select the correct option from the list to complete (1) ….. to (10) ….. .

A share purchase agreement (SPA) 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. It is typically entered into by and between a buyer and seller(s) of a ___1___ shares whereby the seller(s) agrees to sell a specific number of shares to the buyer for a specified price. SPAs fall within the domain of mergers and acquisitions (M&A) and typically arise where an investor wholly or partially ___2___ a company and thereby the investor also acquires its liabilities. Consequently, an M&A transaction is typically accompanied by extensive due diligence (DD).

The basic elements of a share purchase agreement include, among others, payment of the purchase price, ___3____ (a term in a contract which provides that the agreement or certain parts of the agreement will only come into force if and when certain conditions are satisfied), ___4___ (obligations which ensure the performance of the contract and also provide remedy for possible future problems),  ___5___ (obligations to reimburse the other party in full if particular events happen and the ther party incurrs loss as a result), ___6___ (right for existing shareholders to have first refusal on the issue of new shares by a company), ___7___ (right to purchase a certain shares at a certain price up until a defined expiration date), ___8___ (right to sell specific shares by a set date at a set price), ___9___ (or „co-sale right” allowing minority stakeholders to sell shares under the same conditions as a majority stakeholder) and ___10___ (or „bring along right”, gives majority stakeholders the ability to sell a company to a third-party without consent from minority shareholders).

Now, press the START button to select the correct option from the list to complete (1) ….. to (10) ….. .