Share Purchase Agreement: group

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 where the acquisition is signed and completed simultaneously, with no closing conditions
• when the consideration is paid in full in cash at completion

What are the key features?

• full-form SPA with 22 clauses and 4 schedules over 35 pages
• process for the sale and purchase of shares and completion deliverables
• 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:

• Share Purchase Agreement – single company
• Share Purchase Agreement group, conditional