A Preliminary Share Purchase Agreement is typically used in the early stages of a share acquisition transaction where parties have agreed on basic terms but require further due diligence and negotiation. This document, governed by English and Welsh law, serves as a framework for the transaction while protecting both parties' interests during the interim period. It includes essential commercial terms, conditions precedent, and basic warranties, while allowing flexibility for more detailed terms to be negotiated in the final agreement. The document is particularly useful in complex transactions where detailed due diligence is required or where regulatory approvals must be obtained.
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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. Pre-completion Obligations: Actions required before completion
7. Completion: Mechanics of completion and required actions
8. Warranties: Basic warranties about capacity to enter agreement
9. Confidentiality: Obligations regarding confidential information
10. Governing Law and Jurisdiction: Applicable law and dispute resolution
1. Break Fee: Compensation provisions if deal fails to complete - typically used in larger transactions or where significant due diligence costs expected
2. Exclusivity: Prohibition on negotiating with other parties - used where buyer requires protection during due diligence
3. Due Diligence Access: Terms of access to company information - included where significant due diligence is planned
4. Financing Conditions: Conditions related to buyer's financing - used where purchase is dependent on external financing
1. Target Company Information: Details of the company whose shares are being purchased
2. Share Capital Structure: Details of current shareholding and rights
3. Form of Full Share Purchase Agreement: Draft or heads of terms for final agreement
4. Timetable: Key dates and deadlines for the transaction
5. Due Diligence Requirements: List of required documents and information
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