Share Purchase Agreement: single company completion accounts & earnout

£120.00 exc VAT

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


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When do I use this document?

    • for the sale and purchase of a company which is not part of a corporate group
    • for the sale of a company by a single seller
    • for a transaction where the acquisition is signed and completed simultaneously, with no closing conditions
    • for payment of initial consideration in cash at completion
    • when there is a post-completion adjustment to the consideration based on the net current assets of the target company at completion
  • for a transaction with additional consideration on an earnout basis, based on the EBITDA of the target company for a defined period following completion

What are the key features?

  • full-form SPA with 22 clauses and 7 schedules over 43 pages
  • process for the sale and purchase of shares and completion deliverables
  • 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, 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

What other documents are there?

For alternative forms of SPA for a standalone company, see:

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