A company acquisition agreement between a Buyer and 3 Sellers with the Buyer's parent guaranteeing the obligations. The Sellers' warranties are included in another template. This agreement is drafted in favour of the Sellers.
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The Company Acquisition Agreement - with Buyer's Guarantor is a legal document that outlines the terms and conditions of the acquisition of a company. The agreement is entered into between the sellers, who are the legal and beneficial owners of the share capital of the company, and the buyer, who agrees to purchase all of the issued share capital of the company. The agreement also includes a guarantee from the guarantor, who agrees to guarantee the performance by the buyer of their obligations under the agreement.
The agreement begins with an interpretation section, which defines the key terms used throughout the document. It also includes schedules that provide additional information, such as details of the company and its subsidiaries, the warranties provided by the sellers, and the completion accounts.
The agreement covers various important aspects of the acquisition, including the sale of the shares and the price to be paid by the buyer. The price can be a fixed amount paid in cash, a fixed amount paid in shares, or a fixed amount for goodwill and business intellectual property rights (IPR), plus the book value of the tangible assets.
The agreement also sets out the conditions to completion, which must be fulfilled before the sale and purchase of the shares can be completed. These conditions include obtaining shareholder approval, obtaining consents from relevant parties, and fulfilling any outstanding intra-group indebtedness.
Before completion, the sellers have certain pre-completion undertakings, such as allowing the buyer's representatives access to the company's books and records, conducting the business in the usual course, and preserving and protecting the business assets.
Completion of the sale and purchase is to take place at the offices of the company. On completion, the sellers are required to deliver the necessary documents, such as transfers of shares, share certificates, and statutory books, to the buyer. The buyer, on the other hand, is required to pay the agreed price and deliver certain documents, such as minutes authorizing the execution and performance of the agreement.
After completion, the buyer has certain post-completion undertakings, such as repaying any outstanding intra-group indebtedness and obtaining the release of any connected guarantees. The buyer also undertakes to cease using any trade or service marks, trade or service names, or logos owned by the sellers or their connected persons.
The agreement includes warranties from both the buyer and the sellers. The buyer represents and warrants to the sellers, and the sellers warrant to the buyer, certain matters relating to the company and the transaction. The agreement also includes limitations on claims, specifying the procedures and limitations for making claims for breach of the warranties.
The agreement contains various other provisions, such as provisions on withholding tax and grossing up, announcements and disclosures, costs, severability, governing law and jurisdiction, notices and service, and time of the essence.
Overall, the Company Acquisition Agreement - with Buyer's Guarantor is a comprehensive legal document that covers all aspects of the acquisition of a company, ensuring that both parties are protected and their rights and obligations are clearly defined.
To use the Company Acquisition Agreement - with Buyer's Guarantor, follow these steps:
1. Review the agreement: Read through the entire agreement to familiarize yourself with its contents and understand the terms and conditions.
2. Customize the agreement: Modify the agreement as necessary to reflect the specific details of the acquisition, such as the names and addresses of the parties, the consideration for the shares, and any additional provisions required.
3. Obtain legal advice: Consult with a legal professional to ensure that the agreement complies with applicable laws and regulations and adequately protects your interests.
4. Negotiate and finalize the agreement: Engage in negotiations with the other party to reach a mutually acceptable agreement. Once the terms are finalized, execute the agreement by signing it.
5. Fulfill pre-completion undertakings: Before completion, ensure that all pre-completion undertakings, such as allowing access to books and records and preserving business assets, are fulfilled.
6. Complete the sale and purchase: On the agreed completion date, deliver the necessary documents and make the payment as specified in the agreement. Ensure that all conditions to completion have been fulfilled.
7. Fulfill post-completion undertakings: After completion, fulfill any post-completion undertakings, such as repaying intra-group indebtedness and obtaining the release of connected guarantees.
8. Monitor and enforce warranties: Monitor the performance of the warranties provided by the buyer and the sellers. If any breach of warranty occurs, follow the procedures specified in the agreement to make a claim.
9. Seek legal advice for disputes: In case of any disputes or disagreements, seek legal advice to understand your rights and options for resolution.
Note: This guidance is provided for informational purposes only and should not be considered legal advice. It is recommended to consult with a legal professional for specific guidance tailored to your situation.