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A Finder's Agreement is a contract between a principal and an agent for the agent to source an independent third party buyer for the entire issued share capital of a business, on behalf of the principal.
This document outlines the terms and conditions for such an agreement. The principal is seeking to either sell or purchase the issued share capital of a target company. The agent agrees to provide the services of sourcing independent third party buyers for a period of time agreed upon by both parties. The excluded persons are listed in Schedule 1, and the principal may notify the agent of other third party buyers that have approached the principal to negotiate a proposed acquisition/sale of the sale interest with the principal, and Schedule 1 will be amended accordingly to include such persons. The agreed person refers to a potential buyer who has been approved by the principal and the agent.
During the Term, prior to any introduction or meeting between any potential independent third party procured by the agent (other than an Excluded Person) and the principal, the agent must obtain written confirmation from the principal that such potential independent third party is an Agreed Person. The definition of terms is given in Section 1.1, which includes accounts, affiliates, business days, completion date, net premium, persons, qualified transaction, and gender. The services rendered by the agent will be on a non-exclusive basis. The period of the agreement is for a set number of days or can be extended by the principal and the agent in writing. This document is legally binding and enforceable under the laws of the jurisdiction where the agreement is executed.
Using this document is a straightforward process that involves the following steps:
1. Begin by reviewing the parties involved in the Finder’s Agreement, including the Principal and the Agent. Ensure that their names and addresses are correct and up-to-date.
2. Take note of the recitals, which explain the context and purpose of the agreement. Specifically, pay attention to the different versions of Recital A, which outline the different scenarios under which the Principal is seeking to acquire or sell the issued share capital of the Target.
3. Refer to the interpretation section to understand the definitions of the terms used in the agreement. Be sure to note the definition of Net Premium, which is a key calculation used to determine the final price for the sale of the entire Sale Interest.
4. Understand the scope of the Agent’s services, which is to source independent third-party purchasers who are willing to buy the entire Sale Interest. Note that the engagement is for a limited period (the “Term”) and is non-exclusive.
5. Review Schedule 1 to identify the “Excluded Persons,” or third parties who have already approached the Principal to negotiate a proposed acquisition or sale of the Sale Interest. The Principal may update this list from time to time by notifying the Agent in writing.
6. Familiarise yourself with the process for identifying an “Agreed Person,” or a potential purchaser who is not an Excluded Person. The Agent must provide the Principal with a written confirmation of the potential purchaser, and the sale must be completed within a specified timeframe.
7. Ensure that all parties involved sign the Finder’s Agreement and retain a copy for your records.
By following these steps, you can use this Finder’s Agreement to facilitate the sale or acquisition of the Sale Interest between the Principal and third-party purchasers.