Spa Signed Purchase Agreement

Some buyers may only be interested in acquiring exclusive ownership of a business. If the target is made up of several shareholders, some may not want to sell their shares. In this case, moving to the right might be useful. It allows majority shareholders to force the minority shareholder – or “pull” – to also sell their shares. However, this sale must be made under the same (financial) conditions as those proposed to the majority shareholder. Unless otherwise agreed by the parties, the contract of sale is concluded if all the above conditions are not fulfilled before an agreed date (the “longstop date”). It is therefore essential that the SPA BSM determines how to determine when the suspensive conditions are met and when they can no longer be met. It should also be indicated which of the parties is responsible for the fulfilment of any given condition precedent. The party concerned shall make reasonable efforts to satisfy the conditions precedent applicable up to the long-top date.

The other thing that both parties need to consider is to find clear and precise conditions. This makes it easier to understand the message conveyed by the SPA. But above all, clear commercial conditions serve as good legal reference points in the event of a conflict between the parties. For this reason, all documents contained when buying real estate should also be signed in the presence of witnesses who, in most cases, are lawyers for both parties. The share purchase agreement is often abbreviated to “SPA”. For the avoiding doubt, please note that the generic term “sales contract” is sometimes also abbreviated to SPA. The concept of a sales contract is usually as follows: as a rule, it is the seller who designs the first share purchase contract. They upload the design towards the end of the second round to the virtual data room. This follows several back and forth between lawyers for both sides. If you plan to sell your business before the sales contract, you need to go through different steps that will help you maximize the final price. These steps can be decisive for the future of the company.

If you need instructions from a reliable team during the process, feel free to contact us.. . .