Shearman & Sterling LLP
Issue link: https://digital.shearman.com/i/1494417
SPA – Key Points Conditionality – Is there a "hell or high water" provision, competition clearance, works council approval or other regulatory conditionality? Deferred Consideration/Earn Outs – Is some of the consideration to be paid to the seller after the closing date? Confidentiality – The purchaser should be able to disclose the SPA and its contents to lenders. Assignment/Security – There should be no prohibition on the purchaser's ability to grant security over the SPA in favour of the lenders. Longstop Date – Is there a date certain? The certain funds period for the commitment must cover M&A timetable. Cooperation language – Is there a financing cooperation covenant? Commitment Papers — the Basics 52