Conditions Precedent in Share Purchase Agreement

Conditions Precedent in Share Purchase Agreement: Understanding the Key Points

A Share Purchase Agreement (SPA) is a legal contract that outlines the terms and conditions of a transaction in which a company or an individual sells or purchases shares in a corporation. It is a crucial document that sets the framework for the sale of securities, including shares, and defines the rights and responsibilities of both parties. A critical aspect of the SPA is the conditions precedent, which are the specific requirements that must be met before the execution of the sale transaction can occur. This article aims to provide an in-depth understanding of the conditions precedent in share purchase agreements and their significance in the transaction process.

What are the Conditions Precedent?

Conditions precedent are the specific conditions that must be satisfied before a legally binding share purchase agreement can be executed. The purpose of these conditions is to ensure that both parties have fulfilled their obligations and are ready to enter into the transaction. If any of the conditions precedent are not met, the agreement will not be executed. Depending on the terms of the SPA, there may be several or a few conditions precedent, and they can vary widely depending on the nature of the transaction.

Importance of Conditions Precedent

The conditions precedent provision in a share purchase agreement is a critical component that ensures that the transaction is executed seamlessly. It is a legal safeguard that protects both parties involved in the sale process. By setting the conditions precedent, the legal framework for the transaction is adequately established, and each party understands their roles and responsibilities in the process. The conditions precedent also help to prevent disputes that may arise during the transaction, especially where either party fails to meet their obligations.

Examples of Conditions Precedent

Some of the conditions precedent in a share purchase agreement may include:

1. Regulatory Approvals: If the transaction involves any regulatory approval from government agencies or other authoritative bodies, the SPA may list such regulatory approvals as a condition precedent. For instance, if the transaction involves the acquisition of a public company, the acquiring company may require regulatory approval from the Securities and Exchange Commission (SEC) before the transaction is executed.

2. Due Diligence Review: The SPA may also require that both parties conduct and complete a due diligence review before the execution of the sale. Due diligence review allows each party to investigate and verify the financial, legal, and operational aspects of the transaction thoroughly.

3. Payment of Purchase Price: The SPA may also specify that the payment of the purchase price is a condition precedent for the execution of the sale. This condition ensures that the purchasing party has the necessary funds to complete the transaction and that the selling party has received the agreed-upon price for the shares.

4. Representations and Warranties: The SPA may also require that both parties provide representations and warranties regarding the accuracy and completeness of the information they have provided in the SPA. This condition ensures that both parties have provided accurate information and that there are no material misrepresentations or omissions.


In conclusion, conditions precedent are a crucial component of a share purchase agreement that must be understood by both parties. They provide a legal framework for the transaction and ensure that both parties meet their obligations before the execution of the sale. As a copyeditor experienced in SEO, it is essential to ensure that the conditions precedent provision in a share purchase agreement is well written, easy to understand, and accurately communicates the parties` intentions. A well-written condition precedent provision can prevent future disputes, save time and money, and help protect both parties` interests in the transaction.