Asset Sale Agreement Consideration Schedule

Schedule - Purchase Price Paid In Shares (Asset Sales)

CO.AS.20
This Schedule - Purchase Price Paid in Shares (Asset Sales) is a direct replacement for the schedule in the relevant business/asset sale agreement which deals with the purchase price. The default provision in each of the agreements is for the purchase price to be paid in cash. This schedule allows for the purchase price to be paid by allotting shares in the Buyer to the Sellers.

At completion, the Sellers and the Buyer will need to select a chartered accountant to value the shares in the capital of the Buyer. This value will be used to calculate the number of shares in the Buyer to which the Sellers are entitled in exchange for the assets and undertaking of the business being sold by them. The Sellers will not be entitled to dividends declared or paid by reference to a date prior to the allotment of the consideration shares. Paragraph 1.4 requires that the consideration shares are retained for a specified number of months after completion. Paragraph 1.5 allows the Buyer to pay the purchase price wholly or partly in cash. If a cash payment is to be made, there is an option to pay by banker’s draft or by telegraphic transfer to a designated account. Since many completions tend to take place at uncivilised hours (and thus outside normal banking hours!) an undertaking should be signed. Please see the related documents for two examples of undertakings that may be used.

Optional phrases / clauses are enclosed in square brackets. These should be read carefully and selected so as to be compatible with one another. Unused options should be removed from the document.

This Schedule - Purchase Price Paid in Shares (Asset Sales) is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.

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