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The Forward Share Purchase Agreement is a sophisticated legal instrument used in Canadian business transactions where parties agree to the sale and purchase of company shares at a future date. This document is particularly relevant in scenarios involving corporate restructuring, strategic investments, or planned exits, where the actual share transfer is intended to occur at a later specified date. The agreement must comply with Canadian federal and provincial securities laws, corporate legislation, and regulatory requirements. It typically includes comprehensive details about the transaction structure, price determination mechanisms, conditions precedent, pre-completion covenants, and completion procedures. The Forward Share Purchase Agreement is especially useful when parties need time to satisfy certain conditions (such as obtaining regulatory approvals or arranging financing) before completing the share transfer, while wanting to lock in the commercial terms of the transaction.

1. Parties: Identification of the seller and purchaser of the shares, including full legal names and addresses

2. Background: Context of the transaction, including description of the target company and reason for the forward purchase arrangement

3. Definitions: Key terms used throughout the agreement, including financial terms, dates, and technical definitions

4. Sale and Purchase: Core agreement to sell and purchase the shares at a future date, including the number and class of shares

5. Purchase Price: Specification of the purchase price, including calculation method, adjustments, and payment terms

6. Deposit: Details of any initial deposit, its payment terms, and treatment at closing

7. Conditions Precedent: Conditions that must be satisfied before the obligation to complete the purchase becomes binding

8. Pre-Completion Obligations: Obligations of both parties between signing and completion, including conduct of business requirements

9. Completion: Mechanics of the completion process, including timing, location, and deliverables

10. Representations and Warranties: Standard representations and warranties from both parties

11. Covenants: Ongoing obligations of the parties

12. Termination: Circumstances under which the agreement may be terminated and consequences

13. Confidentiality: Obligations regarding confidential information

14. Notices: Process for giving formal notices under the agreement

15. General Provisions: Standard boilerplate provisions including governing law, assignment, and amendments