Share Purchase Agreement: group conditional
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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When do I use this document?
- for the sale and purchase of a company which is the parent company of a corporate group
- for the sale of a company by a single seller
- for a transaction which is subject to the satisfaction of conditions prior to closing, with an interval between signature and closing
- when the consideration is paid in full in cash at completion
What are the key features?
- full-form SPA with 24 clauses and 5 schedules over 39 pages
- process for the sale and purchase of shares and completion deliverables
- closing of the transaction is subject to the satisfaction of one or more closing conditions
- obligations on the seller relating to the conduct of the business of the group prior to closing
- warranties from the seller relating to the target group
- 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, see:
When do I use this document?
- for a share sale transaction
- where confidential information about the target company will be disclosed to a potential buyer
- for a longer form NDA with strong legal protections for the seller and target company
What are the key features?
- 17 clauses over 9 pages
- definitions of Confidential Information and Proposed Transaction
- confidentiality obligations
- authorised recipients of Confidential Information
- circumstances permitting compulsory disclosure
- procedure for returning Confidential Information to the seller
- prohibition on the buyer poaching the target company’s employees
- contractual remedies for breach of the NDA, including contractual indemnity in favour of the seller and target company
- duration of agreement
What else do I need to know?
It’s quite common that some clauses of an NDA may be resisted by the receiving party. The guidance notes which accompany this document explain how provisions, such as the following, might be negotiated to reach mutual agreement.
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- non-solicitation covenants
- a contractual indemnity for breach of the confidentiality obligations
- the duration of the agreement
The guidance notes which accompany the document explain how these provisions might be negotiated to reach agreement.
What other docs are available?
For a shorter form of confidentiality agreement for a company sale transaction, see
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Updated by a lawyer on 27/06/2025
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