Forward Share Purchase Agreements are utilized when parties wish to lock in a future share transaction at today's terms. These agreements are commonly used in corporate restructuring, strategic investments, and employee stock programs. The document must comply with U.S. securities laws, including SEC regulations and state-specific requirements. A Forward Share Purchase Agreement typically includes detailed provisions on price calculation, conditions precedent, representations and warranties, and closing mechanics. It's particularly relevant in scenarios where immediate share transfer is not desired or possible, but parties want to secure their future positions.
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1. Parties: Identification of buyer and seller, including legal status and addresses
2. Background: Context of the transaction and purpose of the agreement
3. Definitions: Key terms used throughout the agreement including share definitions, completion date, and other relevant terminology
4. Sale and Purchase: Core transaction terms including number of shares, price, and settlement date
5. Payment Terms: Price calculation, payment method, and timing of payments
6. Conditions Precedent: Conditions that must be satisfied before completion including regulatory approvals and consents
7. Representations and Warranties: Standard assurances from both parties regarding capacity, authority, and share ownership
8. Completion: Mechanics of closing the transaction including timing and deliverables
9. Covenants: Ongoing obligations of the parties before and after completion
10. Termination: Circumstances under which the agreement may be terminated
11. Governing Law and Jurisdiction: Applicable law and courts having jurisdiction over disputes
1. Price Adjustment: Mechanisms for adjusting the purchase price based on future events or performance
2. Security Arrangements: Details of any security or collateral arrangements for deferred payments
3. Tag-Along Rights: Rights of other shareholders to join the sale when multiple shareholders are involved
4. Pre-emptive Rights: Rights of existing shareholders regarding the transfer of shares
5. Anti-dilution Provisions: Protections against dilution of shareholding before completion
1. Share Details Schedule: Detailed description of shares being purchased including class, rights, and current ownership
2. Calculation of Purchase Price Schedule: Formula and methodology for calculating the final purchase price
3. Form of Transfer Instrument: Template for share transfer documentation and stock powers
4. Required Consents Schedule: List of required regulatory and third-party approvals
5. Disclosure Schedule: Exceptions to representations and warranties made by the parties
6. Completion Deliverables: List of documents and items to be delivered at completion
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