M&A - Share Sales common conditions precedent
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What common conditions precedent are typically included in a share sale agreement?
A share sale agreement generally includes the following conditions precedent:
The seller holds clean and legal title to the shares, free of any liens or charges.
The seller has complied with all its obligations under the share purchase agreement.
There are no orders issued by any governmental authority preventing the completion of the transaction.
There are no pending proceedings initiated by any governmental authority seeking an order and no other pending proceedings nor any applicable law or order that prevents, restrains or prohibits the transaction, or that makes it illegal.
The representations and warranties made by the parties are true and correct.
An extract of the Private Mergers & Acquisitions Guide, originally published by Thomson Reuters