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 the grant of both a put option and call option over shares in a private limited company
- so that both the buyer has an option to purchase the shares and the seller has an option to sell the shares
What are the key features?
- 24 clauses over 16 pages
- grant of the put and call options, with related definitions of option shares, exercise conditions and exercise periods
- put option exercise and form of exercise notice
- call option exercise and form of exercise notice
- mechanics for sale and purchase of option shares
- warranties and undertakings from the seller
What else do I need to know?
The principal matters which the parties to a put and call option agreement will need to negotiate include:
- option shares: the number of option shares
- exercise conditions: whether either option exercise is subject to satisfaction of any pre-conditions
- exercise periods: the time periods during which the seller may exercise the put option and the buyer may exercise the call option
- exercise price: the price payable for the shares
What other docs are available?
For alternative option agreements over shares, see:
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Updated by a lawyer on 27/06/2025
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