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Key definition

Pre-completion undertakings definition

What does Pre-completion undertakings mean? Pre-completion undertakings are the interim “conduct of business” covenants in a share purchase agreement (SPA) or asset purchase agreement (APA) that regulate how the target is managed, limiting the seller’s operational control, between exchange and completion. They usually comprise both negative and positive covenants in the body of the SPA/APA, supplemented by a schedule of specific actions. Their objective is to reduce buyer risk in the gap period by preventing steps that could increase the target company’s liabilities, diminish or encumber assets, declare or pay distributions, amend financing, change accounting policies, alter the nature or scope...

Precedent seller-friendly pre-completion undertakings for a conditional share purchase agreement: restrictions on company actions, share encumbrances, ordinary course obligations and buyer access

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Precedents

Add the following as a fresh definition (if not already included) within the definitions and interpretation clause of the share purchase agreement:

1 Definitions and interpretation

Warranties means the warranties listed in Schedule [ insert number ], and Warranty refers to any one of them.

1 pre-completion undertakings

1.1 The Seller undertakes to the Buyer that, unless the Buyer gives prior written consent or as otherwise mandated by this Agreement, it shall ensure that, between the date of this Agreement and completion, [ the Company shall not OR no Group Company shall ] take, perform, carry out, permit, or agree to undertake any of the following actions or matters:

1.1.1 create,...

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Web page updated on 27/05/2026

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