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Lecture 2

CMN447 Lecture 2: Drafting a Memo Exercise.pdf

2 Pages

Course Code
CMN 447
Carolyn Meyer

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Drafting a Memo: Share Purchase Agreement Read the following extract from a share purchase agreement. Then do the exercise below. 5.1 Neither of the Vendors shall (whether alone or jointly with another and whether directly or indirectly) carry on or be engaged or (except as the owner for investment of securities dealt in on a stock exchange and not exceeding 5 per cent in nominal value of the securities of that class) be interested in any Competing Business during a period of one year after Completion. For this purpose, Competing Business means a business: (a) which involves any business carried on by the Company as at Completion; and (b) which is carried on within the area in which the Company carries on business as at Completion. 5.2 Neither of the Vendors shall within a period of two years after Completion, directly or indirectly, solicit or endeavour to entice away from the Company, offer employment to or employ, or offer or conclude any contract for services with, any person who was employed by the Company at any time during the year prior to Completion. 5.3 Except so far as may be required by law and in such circumstances only after prior consultation with the Purchaser, neither of the Vendors shall at any time disclose to any person or use to the detriment of the Company any trade secret or other confidential information of a technical character which he or she holds in relation to the Company or its affairs. 5.4 Any provision of this Agreement (or of any agreement or arrangement of which it forms part) by virtue of which such agreement or arrangement is subject to registration under the Restrictive Trade Practices Act 1976 shall only take effect the day after particulars of such agreement or arrangement have been furnished to the Director General of Fair Trading pursuant to section 24 of that Act. 6.1 Each of the Vendors: (a) Represents and warrants to the Purchaser in the terms of the Warranties and acknowledges that the Purchaser has entered into this Agreement in reliance upon the Warranties; (b) Undertakes, without limiting the rights of the Purchaser in any way, if there is a breach of any Warranty in respect of the Company, to pay in cash to the Purchaser (or, if so directed by the Purchaser, to the Company) on demand a sum equal to the aggregate of: I. the amount which, if received by the Company, would be necessary to put th
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