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    app.caven.io · Hartwell Partners - Share Purchase Agreement Q1
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    🌐 Language: English ▾
    ✦ Template: Client Meeting ▾
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    Transcript
    Summary
    SC
    Sarah Clarke00:02
    Good afternoon James. I've reviewed the latest version of the SPA. There are two clauses I'd like to discuss before you make a final decision.
    JH
    James Hartwell00:41
    Of course. The buyer wants to close before end of quarter, but I'm not willing to take unnecessary risks. What are your concerns?
    SC
    Sarah Clarke01:08
    First, clause 9.3, the non-compete. It currently runs for 36 months and covers the entire EU. That's exceptionally broad for a transaction of this size. I'd recommend limiting it to 24 months, geographically to the UK and Ireland.
    JH
    James Hartwell01:52
    Agreed. I'll accept the offer, but clause 9.3 must be amended as you propose. That's a condition. What about the MAC clause?
    SC
    Sarah Clarke02:10
    It's too vague as drafted. A buyer could use it to walk away on any material change. I'm proposing we add a minimum threshold of 8% EBITDA impact and make the list of permitted triggers exhaustive. This needs to be renegotiated before signing.
    JH
    James Hartwell03:05
    Understood. And the escrow: we agreed on £1.2M in two tranches, 50% after twelve months, the remainder after twenty-four?
    SC
    Sarah Clarke03:19
    Correct, subject to no outstanding warranty claims. That's consistent with what we discussed previously. I'll also request a tax ruling before we proceed to the notarial deed.
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    Client MeetingLegal
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    Internal MeetingLegal
    Internal office meetings
    Counterparty / NegotiationLegal
    Meetings with external counterparty
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    IC MeetingPE
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    Client Meeting
    Client contact with advisory relevance
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