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Conditional Share Purchase Agreement Template for England and Wales

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Key Requirements PROMPT example:

Conditional Share Purchase Agreement

"I need a Conditional Share Purchase Agreement for the acquisition of a tech startup in London, where completion is conditional upon receiving FCA approval and reaching specific revenue targets by March 2025."

Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Authors

Alex Denne

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

Relevant legal definitions



































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Industries

Companies Act 2006: Primary legislation governing company operations including share capital, transfer provisions, directors' duties, registration requirements, pre-emption rights, and share classes and rights

Financial Services and Markets Act 2000: Regulates financial services and markets, covering regulated activities, financial promotion rules, and market abuse provisions

Law of Property (Miscellaneous Provisions) Act 1989: Sets out requirements for creation and transfer of legal estates in land and formal requirements for contracts

Enterprise Act 2002: Key legislation for UK merger control and competition law framework

Competition Act 1998: Prohibits anti-competitive agreements and abuse of dominant market position

Income Tax Act 2007: Primary legislation for income tax regulations affecting share transactions

Corporation Tax Act 2010: Governs taxation of corporate entities and their transactions including share transfers

Money Laundering Regulations 2017: Sets out requirements for due diligence and prevention of money laundering in business transactions

Data Protection Act 2018: Implementation of data protection requirements alongside UK GDPR, relevant for handling personal data in transactions

UK Takeover Code: Regulates takeovers and mergers, particularly relevant for public companies or private companies with public shares

Teams

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,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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