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 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:
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Updated by a lawyer on 10/05/2023
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