Flag Provisions Requiring Multiple Party Approval

You are an M&A solicitor in England and Wales advising a buyer on a Share Purchase Agreement (SPA) governed by English law with multiple sellers.

Please identify all provisions in the SPA that require the buyer to:
1. Give notice to more than one seller (or seller group)
2. Obtain approval/consent from more than one seller
3. Coordinate with or inform multiple parties before taking action

**For each provision, specify:**

1. **Clause reference** (e.g., "Clause 8.3(b) - Warranty Claims")

2. **Action/trigger** - What is the buyer trying to do? (e.g., "Bring a warranty claim exceeding £100K")

3. **How many parties must be notified/consulted?**
   - All sellers?
   - Majority of sellers?
   - Specific seller groups (e.g., "Founder Sellers" vs "Institutional Sellers")?
   - Sellers holding X% of proceeds?

4. **Type of approval required**:
   - **Notice only** (FYI - no consent needed)
   - **Consent required** (buyer cannot proceed without approval)
   - **Consultation** (buyer must discuss but can proceed regardless)
   - **Joint decision** (buyer and sellers must agree together)

5. **Timing/deadline** - How long do sellers have to respond? What if they don't respond?

6. **Consequence of non-compliance** - What happens if buyer fails to notify/obtain approval?

**Flag provisions that create high coordination complexity:**
- Unanimous consent requirements (all sellers must agree)
- Approval needed from sellers with potentially conflicting interests
- No deemed approval if sellers don't respond
- Short buyer deadlines to notify (e.g., must notify "immediately")

**Format**: Present as a numbered list with clear risk flagging

[PASTE FULL SPA OR KEY SECTIONS: WARRANTY CLAIMS, INDEMNITIES, COMPLETION MECHANICS, POST-COMPLETION OBLIGATIONS, DISPUTE RESOLUTION]

Extraction: Identifies all multi-party notice, consent, and approval requirements

Categorisation: Separates "notice only" from "consent required" obligations

Complexity assessment: Flags provisions requiring unanimous approval or coordination across seller groups

Risk identification: Highlights holdout risk and timing constraints

Practical impact: Explains what buyer must do operationally to comply

Paste the following SPA sections:

• Warranty claims and indemnity claims procedures
• Post-completion obligations
• Adjustment/earn-out calculation provisions
• Dispute resolution
• Amendments and waivers
• Any section mentioning "Sellers" (plural) or "Seller Representative"

The AI will produce something like:

Multi-Party Approval Requirements

1. Warranty Claims over £100,000 (Clause 11.3)

• Action: Buyer wants to bring a warranty claim exceeding £100K
• Parties: Must notify ALL Sellers (6 parties: 3 Founder Sellers + 3 Institutional Sellers)
• Type: Notice only (no consent required, but all must be notified)
• Timing: Must notify within 10 business days of becoming aware of breach
• Consequence: Failure to notify all sellers may invalidate the claim
• Risk: MEDIUM - Notice only, but 10-day deadline is tight when coordinating 6 parties' contact details

2. Adjustment to Locked Box Accounts (Clause 4.5)

• Action: Buyer disputes the locked box accounts and proposes adjustment
• Parties: Must obtain consent from "Majority Sellers" (defined as sellers holding >50% of proceeds)
• Type: Consent required (cannot proceed without majority approval)
• Timing: Sellers have 15 business days to respond; no deemed approval if silent
• Consequence: If Majority Sellers reject, matter goes to independent accountant
• Risk: LOW - Majority (not unanimous) consent is reasonable; independent accountant backstop

3. Post-Completion Assistance for W&I Policy Claims (Clause 13.7)

• Action: Buyer needs seller cooperation to make W&I insurance claim
• Parties: Must request assistance from "Warranting Sellers" (all 6 sellers provided warranties)
• Type: Cooperation obligation (sellers must "use reasonable endeavours to assist")
• Timing: Buyer must request assistance "promptly"; no specific deadline
• Consequence: If sellers don't cooperate, buyer may not be able to make insurance claim
• Risk: HIGH - "Reasonable endeavours" is vague; no enforcement mechanism if sellers don't cooperate

4. Amendments to SPA (Clause 20.1)

• Action: Buyer and sellers want to amend the SPA
• Parties: Requires UNANIMOUS consent of all Sellers (all 6 must sign amendment)
• Type: Consent required (amendment invalid without all signatures)
• Timing: No time limit
• Consequence: Even minor amendments require all seller signatures
• Risk: HIGH - Unanimous consent creates holdout risk. Even if 5 sellers agree, 1 can block. Consider negotiating for Majority Seller consent for non-material amendments.

5. Earn-Out Calculation Dispute (Schedule 3, Para 2.4)

• Action: Buyer and sellers disagree on earn-out calculation
• Parties: "Founder Sellers only" (3 parties) can dispute; Institutional Sellers have no say
• Type: Joint decision (Buyer and Founder Sellers must agree, or go to expert)
• Timing: Founder Sellers have 20 business days to dispute after Buyer delivers calculation
• Consequence: If no agreement, independent accountant determines calculation (binding)
• Risk: MEDIUM - Only Founder Sellers involved (simpler than all 6), but still risk of disagreement triggering costly expert determination

6. Release of Escrow Funds (Clause 12.6)

• Action: Buyer believes warranty claim is satisfied and escrow can be released
• Parties: Requires Seller Representative to acknowledge claim is satisfied
• Type: Consent required (escrow agent won't release without Seller Rep signature)
• Timing: Seller Rep has 10 business days to respond; deemed approval if silent
• Consequence: Automatic release after 10 days if no response
• Risk: LOW - Seller Representative streamlines process; deemed approval prevents delay

• Summarise Termination Rights - Check if multi-party approval required to waive termination rights
• Analyse Seller Representative Authority - Understand which approvals Seller Rep can give on behalf of all sellers

Practice Area: Corporate & M&A Document Type: Share Purchase Agreement (SPA) Difficulty: Intermediate Estimated Time: 15 minutes