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 signing the share sale and purchase agreement (SPA) and completion. There is then less uncertainty about when and if completion will take place.

However, there may be situations where conditions need to be satisfied before completion can take place. In those cases, a non-simultaneous or split exchange and completion may be appropriate.

What circumstances require a Split Exchange and Completion SPA?

A split exchange and completion will often be necessitated where consent is required from a third party. For example, consent may be needed from a counterparty to a material contract, or regulatory or contractual approvals may be required. Time may also be needed to arrange financing or satisfy other specific conditions.

In those situations, the parties will often not want to move to completion until they are satisfied that the relevant conditions have been met. This agreement includes provisions for conditions to be satisfied or waived by the buyer before the parties proceed to completion, and for how the business should be conducted in the interim period between exchange and completion.

Accordingly, this SPA includes provisions on:

• Conditions precedent
• Interim obligations
• Pre-completion buyer protections
• Termination rights
• Warranties in respect of the interim period

What does Split Exchange and Completion SPA - Split Exchange and Completion cover?

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

• Cash consideration
• No subsidiaries
• No property included in the sale
• No issue of new share capital (it is a sale of existing shares)
• No tax covenant or tax warranties

Independent tax advice must be sought.

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.