TLDR:
A share purchase agreement is a legal contract governing the sale and purchase of company shares, detailing the price, conditions, representations, warranties, and indemnities of the transaction.
SPA Structure and Key Provisions
A share purchase agreement governs the acquisition of a company through stock purchase (as opposed to asset purchase). Key sections include: (1) Purchase price and payment mechanics — consideration structure, escrow arrangements, earnout provisions; (2) Representations and warranties — seller’s factual claims about the company’s financial condition, legal compliance, IP ownership, etc.; (3) Covenants — obligations of both parties between signing and closing; (4) Conditions to closing — events that must occur before the deal can close; (5) Indemnification — remedies for breaches of representations; and (6) Termination provisions.