Share purchase agreements

Review a share purchase agreement before signing

Upload the SPA, with the term sheet or letter of intent if you have one. Get findings on price mechanics, warranties, indemnities and conditions, each tied to its clause.

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Share Purchase Agreement

4.1 Price

The Purchase Price is €42,000,000, adjusted on the basis of the Completion Accounts.

7.1 Warranties

The Seller gives the Warranties as at the date of this Agreement.

MajorNot repeated at Completion. Ask for repetition at Completion or a bring-down certificate.

9.2 Cap

The Seller’s aggregate liability for all Claims shall not exceed 5% of the Purchase Price.

CriticalA low cap for this price. Consider a W&I policy, or a higher cap for fundamental warranties.

9.4 Time limits

No Claim may be brought more than 24 months after Completion, save for Tax Claims.

In lineUsual time limit, with tax claims carved out.

What Destrier checks

Price, adjustments and earn-out mechanics
Warranties, limitations and disclosure
Indemnities and specific indemnities
Conditions precedent and long-stop date
Non-compete and restrictive covenants

What you get

Can you sign it as is, what to negotiate first, when to walk away: a recommendation built from your documents and their analysis. Automated, not legal advice.

Your documents and the findings side by side, each highlighted down to the exact word or number. Defined terms open in place and linked clauses are one click away. Accept or reject findings, ask follow-up questions, have a finding reworded.

See which pages and paragraphs each check read, and watch the recommendation update as you accept or reject findings. Download your document in Word with every finding as a comment, or an audit table.

Results of a sample review: Do not sign it as is, with the red flags and the points to negotiate

More use cases

Loan and credit agreements Term sheets Rental and lease contracts Supplier contracts Employment contracts Divorce agreements Confidentiality agreements (NDA)Shareholders’ agreements SAFEs and convertible notes Fund LPAs

Try it on your own document

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