A Share Purchase Agreement (SPA) is a legally binding contract that outlines the terms and conditions for the sale and purchase of shares in a company. SPAs are fundamental in mergers and acquisitions, private equity transactions, and other corporate deals involving the transfer of ownership. Structure: SPAs typically begin with recitals that set the context, followed by definitions and interpretation clauses. The main body of the agreement details the sale and purchase of shares, including the number and class of shares, purchase price, and payment terms. Key Provisions: Essential provisions include representations and warranties by both buyer and seller, covenants, conditions precedent to closing, indemnities, and post-closing obligations. The agreement also addresses adjustments to the purchase price, dispute resolution mechanisms, and confidentiality clauses. Due Diligence: Prior to signing, buyers conduct due diligence to assess the target company’s financial, legal, and operational status. The SPA may reference due diligence findings and include schedules or disclosures that qualify the seller’s representations. Closing Process: The SPA outlines the steps required to complete the transaction, such as regulatory approvals, third-party consents, and the delivery of share certificates and other documents. Closing may occur simultaneously with signing or at a later date, depending on the deal structure. Best Practices: Effective SPAs are clear, comprehensive, and tailored to the specific transaction. Parties should ensure all material terms are addressed, seek professional legal advice, and maintain thorough documentation throughout the process to mitigate risks and facilitate a smooth transfer of ownership.