This document is an optional clause which can be inserted into a sale of business agreement.

It is not uncommon in sale of business agreements involving the sale of shares, for the purchase price, or part of the purchase price, to constitute an allotment of shares in the Purchaser company.

These precedent clauses provide different variations in the process to be followed when the purchase price or part of the purchase price constitutes an allotment of shares in the purchaser company.

Using this precedent

This precedent clause is a condition precedent which can be used in a sale of business agreement. The various provisions in this precedent can also be used to augment the separate precedent “Sale of business agreement – share sale (short form)”.

When inserting this optional clause into an agreement, care must be taken to ensure that the agreement remains consistent. Cross-references, definitions and schedules should all be checked.

This document has been authored for LexisNexis by Jeremy Kriewaldt, Partner, Atanaskovic Hartnell and Elise Margow, Principal, Legally Speaking.

This document is prepared with the assistance of Specialist Editor Murray Landis, Partner, K&L Gates.