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A definitive agreement or share purchase agreement is a legal document that outlines the terms and conditions of a merger, acquisition, divestiture, or strategic alliance between two companies. It is a contractual agreement between the buyer and seller. The first draft is prepared by the seller's legal counsel in collaboration with the seller and is distributed to prospective buyers. The buyer's legal counsel then provides specific comments on the draft document based on their diligence efforts. This document is submitted as part of the final bid package in an M&A sale auction.