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SPA - Group
Share Purchase Agreements for the sale of a private limited company which is the parent company of a corporate group.
Share Purchase Agreement for the purchase from a single seller of a company which is the parent company of a group of companies.
Share Purchase Agreement for the purchase from a single seller of a company which is the parent company of a group of companies, with conditional completion and an interval between signature and closing.
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Share purchase agreements at paper rock docs
What are the main features of a Share Purchase Agreement?
The Share Purchase Agreement (SPA) is the principal legal document for a share purchase transaction. Typically, the first draft of the SPA prepared by the buyer except in a competitive auction process, where the seller may provide a draft for review by competing bidders.
Depending on the negotiated deal terms, the main features of an SPA include:
- sale and purchase: details of the sale and purchase of the target company sharesÂ
- closing: requirements for closing the transaction, including the payment of consideration and the signing of share transfers and other ancillary transaction documentsÂ
- conditions: any conditions that need to be satisfied prior to closing
- consideration: the consideration to be paid by the buyer, including its form (cash, shares or a combination), upfront payment at closing, deferred consideration, earnout consideration and completion accounts adjustmentsÂ
- warranties: warranties from the seller about the target company’s business, finances, assets, intellectual property, contracts, liabilities and tax history
- indemnities: specific indemnities identified during due diligence and disclosure process and, typically, a tax indemnity for pre-closing tax liabilities and compliance
- restrictive covenants: covenants preventing the seller from competing with the target company and soliciting its customers, suppliers and employees for a specified period following closing
