Share Purchase Agreement: single company, completion accounts and earnout Share Purchase Agreement for the purchase of a company which is not part of a group of companies from a single seller and with the consideration being subject to a completion accounts adjustment and additional consideration on an earnout basis. Background 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. The first draft SPA is usually prepared by the buyer. An exception is in the case of a competitive auction process, where the seller may provide a draft SPA for review and comment by the competing bidders for the company. The main features of an SPA are: sale and purchase: the mechanics for the sale and purchase of the target company shares and closing of the transaction conditions: any conditions that need to be satisfied prior to closing consideration: the consideration to be paid by the buyer, including the form of consideration (cash, shares or a combination), upfront consideration paid on closing, deferred consideration, earnout consideration and adjustment for the net assets of the target company on the business of completion accounts warranties: warranties from the seller about the target company, its business, finances, assets, intellectual property, contracts, liabilities and tax history indemnities: any specific indemnities identified during the due diligence and disclosure process and, usually, a tax indemnity relating to pre-closing tax liabilities and compliance restrictive covenants: covenants prohibiting the seller from competing with the target company and soliciting the target company’s customers, suppliers and employees for a period following closing of the transaction About this Share Purchase Agreement This Share Purchase Agreement is for the purchase of a company which is not part of a group of companies from a single seller and with the consideration being subject to a completion accounts adjustment and with additional consideration to be paid on an earnout basis. The document is suitable for a transaction on the following terms: simultaneous signature and completion of the acquisition, with no closing conditions payment of initial consideration in cash at completion post-completion adjustment to the consideration based on the net current assets of the target company at completion earnout consideration, payable on the basis of the EBITDA of the target company for a defined earnout period following completion Document features Features include: full-form SPA with 22 clauses and 7 schedules over 43 pages process for the sale and purchase of shares and completion deliverables process for a post-completion adjustment to the purchase price, based on the net current assets of the company and determined by completion accounts additional consideration on an earnout basis, payable depending on the EBITDA of the company for a defined earnout period and with protections for the benefit of the seller relating to the conduct of the business during the earnout period warranties from the seller relating to the target company seller limitations from liability under the warranties provision for indemnities for specific issues restrictive covenants from the seller tax covenant for pre-completion tax liabilities Explanatory guidance As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use. Add To Cart

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Share Purchase Agreement: single company completion accounts & earnout

Name: Share purchase agreement format - Paper Rock Docs
SKU: SPA010.001
Price: 120.00 GBP
Availability: InStock

£120.00 exc VAT

This Share Purchase Agreement is for the purchase of a company which is not part of a group of companies from a single seller and with the consideration being subject to a completion accounts adjustment and with additional consideration to be paid on an earnout basis.

Categories: Buying or Selling a Company, Single, SPA - Single Company VIEW SAMPLE

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Description

Description

Share Purchase Agreement: single company, completion accounts and earnout

Share Purchase Agreement for the purchase of a company which is not part of a group of companies from a single seller and with the consideration being subject to a completion accounts adjustment and additional consideration on an earnout basis.

Background

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.

The first draft SPA is usually prepared by the buyer. An exception is in the case of a competitive auction process, where the seller may provide a draft SPA for review and comment by the competing bidders for the company.

The main features of an SPA are:

sale and purchase: the mechanics for the sale and purchase of the target company shares and closing of the transaction
conditions: any conditions that need to be satisfied prior to closing
consideration: the consideration to be paid by the buyer, including the form of consideration (cash, shares or a combination), upfront consideration paid on closing, deferred consideration, earnout consideration and adjustment for the net assets of the target company on the business of completion accounts
warranties: warranties from the seller about the target company, its business, finances, assets, intellectual property, contracts, liabilities and tax history
indemnities: any specific indemnities identified during the due diligence and disclosure process and, usually, a tax indemnity relating to pre-closing tax liabilities and compliance
restrictive covenants: covenants prohibiting the seller from competing with the target company and soliciting the target company’s customers, suppliers and employees for a period following closing of the transaction

About this Share Purchase Agreement

The document is suitable for a transaction on the following terms:

simultaneous signature and completion of the acquisition, with no closing conditions
payment of initial consideration in cash at completion

post-completion adjustment to the consideration based on the net current assets of the target company at completion

earnout consideration, payable on the basis of the EBITDA of the target company for a defined earnout period following completion

Document features

Features include:

full-form SPA with 22 clauses and 7 schedules over 43 pages
process for the sale and purchase of shares and completion deliverables
process for a post-completion adjustment to the purchase price, based on the net current assets of the company and determined by completion accounts
additional consideration on an earnout basis, payable depending on the EBITDA of the company for a defined earnout period and with protections for the benefit of the seller relating to the conduct of the business during the earnout period
warranties from the seller relating to the target company
seller limitations from liability under the warranties
provision for indemnities for specific issues
restrictive covenants from the seller
tax covenant for pre-completion tax liabilities

Explanatory guidance

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

Add To Cart

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