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Preliminary Share Purchase Agreement for Canada

Preliminary Share Purchase Agreement Template for Canada

This document serves as a preliminary agreement between parties contemplating a share purchase transaction in Canada, outlining the key terms and conditions of the proposed deal while maintaining flexibility for detailed negotiations. It establishes the framework for due diligence, sets out the proposed purchase price and payment structure, and identifies which provisions are binding and non-binding. The agreement complies with Canadian federal and provincial corporate laws, securities regulations, and common law principles, providing a foundation for the subsequent definitive share purchase agreement.

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Preliminary Share Purchase Agreement

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What is a Preliminary Share Purchase Agreement?

The Preliminary Share Purchase Agreement is a crucial document used in the initial stages of corporate acquisitions in Canada, serving as a bridge between informal discussions and the final definitive agreement. It outlines the fundamental terms of the proposed transaction while allowing parties to conduct due diligence and negotiate detailed terms. This document typically includes provisions for exclusivity, confidentiality, and due diligence processes, while clearly distinguishing between binding and non-binding clauses. It must comply with Canadian federal and provincial regulations, including securities laws and corporate statutes. The agreement is particularly important in complex transactions where parties need to establish serious intent and basic terms before committing significant resources to detailed due diligence and negotiations.

What sections should be included in a Preliminary Share Purchase Agreement?

1. Parties: Identification of the seller(s) and purchaser(s), including full legal names and addresses

2. Background: Context of the transaction, including brief description of the target company and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Transaction Structure: Overview of the proposed share purchase, including number and class of shares

5. Purchase Price: Proposed consideration and payment structure

6. Due Diligence: Framework for the buyer's investigation of the target company

7. Exclusivity: Terms preventing the seller from negotiating with other parties during a specified period

8. Confidentiality: Obligations regarding the protection of confidential information exchanged

9. Binding and Non-Binding Provisions: Clear identification of which provisions are legally binding

10. Timeline: Key dates and deadlines for the transaction process

11. Expenses: Allocation of costs and expenses related to the transaction

12. Governing Law: Specification of applicable law and jurisdiction

13. Execution: Signature blocks and execution requirements

What sections are optional to include in a Preliminary Share Purchase Agreement?

1. Break Fee: Terms for compensation if either party terminates negotiations, used in larger transactions

2. Management Retention: Provisions regarding key management retention, used when continuity is crucial

3. Financing Conditions: Terms related to the buyer's financing arrangements, included when purchase is contingent on financing

4. Employee Matters: Preliminary agreements regarding treatment of employees, included when significant HR issues exist

5. Regulatory Approvals: Framework for obtaining necessary regulatory approvals, included for regulated industries

6. Environmental Matters: Special provisions for environmental due diligence, included for industries with environmental risks

7. Intellectual Property: Special provisions for IP due diligence, included when IP is a key asset

8. Tax Structure: Preliminary agreement on tax treatment, included for complex tax situations

What schedules should be included in a Preliminary Share Purchase Agreement?

1. Corporate Information Schedule: Basic corporate information about the target company

2. Share Capital Schedule: Details of the target company's share capital structure

3. Material Contracts Summary: List of key contracts requiring review during due diligence

4. Due Diligence Checklist: Preliminary list of documents and information to be reviewed

5. Timeline Schedule: Detailed timeline for transaction milestones and closing

6. Price Adjustment Mechanism: Details of any proposed purchase price adjustment methodology

7. Key Employee List: List of key employees and proposed retention terms

8. Required Consents: List of third-party and regulatory consents required

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Canada

Document Type

Stock Agreement

Cost

Free to use
Relevant legal definitions









































Clauses



































Relevant Industries

Manufacturing

Technology

Real Estate

Financial Services

Healthcare

Energy

Mining

Retail

Professional Services

Transportation

Agriculture

Infrastructure

Telecommunications

Media & Entertainment

Construction

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Business Development

Strategy

Treasury

Compliance

Risk Management

Corporate Secretariat

Tax

Human Resources

Investment Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Development Director

Investment Banking Director

Mergers & Acquisitions Manager

Due Diligence Manager

Corporate Secretary

Financial Controller

Business Development Director

Strategy Director

Transaction Advisory Manager

Corporate Finance Manager

Legal Counsel

Board Member

Industries








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Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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