A Conditional Share Purchase Agreement is a fundamental document in corporate transactions under English and Welsh law, used when parties wish to agree to the sale and purchase of shares subject to specific conditions being fulfilled. These conditions typically include regulatory approvals, third-party consents, or specific performance targets. The agreement provides comprehensive protection for both parties by clearly defining the conditions precedent, purchase price mechanics, warranties, and completion requirements. It is particularly useful in complex transactions where immediate completion is not possible or desirable due to external factors or specific requirements that must first be satisfied.
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1. Parties: Identification and details of the buyer and seller
2. Background: Context of the transaction and company information
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including price and shares being sold
5. Conditions Precedent: Conditions that must be satisfied before completion
6. Completion: Mechanics and timing of completion
7. Warranties: Standard warranties given by seller
8. Confidentiality: Obligations regarding transaction confidentiality
9. Governing Law: Jurisdiction and applicable law
1. Tax Covenant: Additional section containing tax-related warranties and indemnities, used when specific tax protections are required
2. Non-competition: Section containing restrictions on seller's future activities, used when protecting goodwill of business being acquired
3. Employee Provisions: Specific terms relating to employees, used when transfer includes significant employee considerations
1. Details of the Company: Corporate information including share capital structure
2. Conditions Precedent: Detailed list of conditions to be satisfied
3. Warranties: Detailed warranties given by seller
4. Properties: Details of company properties if relevant
5. Intellectual Property: Schedule of IP rights if significant to transaction
6. Completion Requirements: Detailed completion obligations and deliverables
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