Share Sale and Purchase Agreement SPA - Split Exchange and Completion

Most share sale transactions will usually take effect with simultaneous exchange and completion. It is simpler and easier to complete a transaction where there is no gap between the signing of the share sale and purchase agreement (SPA) and completion of the transaction. There will then be no uncertainty about when and if completion will take place. However, there may be situations where there will be conditions that need to be satisfied before completion can take place and which will necessitate a non-simultaneous or split exchange and completion. 

What circumstances require a Split Exchange and Completion SPA?

A split exchange and completion will often be necessitated by the requirement for consent to be obtained from a third party, for example from a counterparty to a material contract, requirement for regulatory or contractual approvals, or time is needed to arrange financing or satisfy specific conditions. The parties will therefore not want to move to completion until they are certain that the conditions, whatever they are, have been satisfied. This agreement includes provisions for conditions to be satisfied or waived by the buyer before the parties proceed to completion as well as how the business should be conducted in the interim period between exchange and completion.

Accordingly, this SPA agreement includes provisions such as related conditions precedent, interim obligations, pre completion buyer protections and termination rights and warranties in respect of the interim period.

This template is a short form basic SPA agreement, drafted on the assumption of:

• cash consideration;

• no subsidiaries;

• no property is included in the sale;

• no issue of new share capital, rather this is a sale of existing shares; and

• no tax covenant or tax warranties. Independent tax advice must be sought.

Why subscribe to Corporate to download this Split Exchange and Completion SPA Agreement?

Whilst the agreement has been referred to as a "basic short form" agreement that is relative to the requirements of completing any share sale and purchase transaction. This professionally drafted and up-to-date agreement and other SPAs are each tailored to a set of different requirements providing choice and greater security of purpose than a single generic version.

This document is in open format. Fields should be completed. The wording in square brackets is optional and can be deleted or retained according to requirements.

Share Sale and Purchase Agreement SPA - Split Exchange and Completion is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.