Share Purchase Agreement: single company conditional

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 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 37 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 company prior to closing
• 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:

• Share Purchase Agreement – single company
• Share Purchase Agreement single company, completion accounts
• Share Purchase Agreement single company, completion accounts and earnout
• Share Purchase Agreement single company, multiple sellers