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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, the guarantor, and the buyer. The sellers are the legal and beneficial owners of the share capital of the company, and they agree to sell all of the issued share capital to the buyer. In consideration of the sellers entering into this agreement, the guarantor has agreed to guarantee the performance by the buyer of their obligations under this agreement.
The agreement is divided into several sections, each addressing different aspects of the acquisition. The interpretation section defines the key terms used throughout the agreement. The sale of the shares and the price section outlines the terms of the sale, including the number of shares to be sold, the price payable by the buyer, and the payment terms. The conditions to completion section sets out the conditions that must be fulfilled before the sale can be completed, such as the passing of resolutions by the shareholders of the sellers and the buyer. The pre-completion undertakings section outlines the obligations of the sellers prior to completion, including conducting the business in the ordinary course, preserving and protecting the business assets, and providing access to books and records.
The completion section specifies the requirements for completing the sale, including the delivery of share transfers, share certificates, and other relevant documents. The section also addresses the payment of the purchase price and the allocation of consideration shares, if applicable. The completion accounts section outlines the process for preparing and finalizing the completion accounts, which determine the net tangible assets and the final purchase price. The post-completion undertakings section sets out the obligations of the sellers and the buyer following completion, such as the repayment of connected trading indebtedness and the cessation of using certain trade marks or logos.
The agreement also includes provisions for restrictions on the sellers, warranties provided by the sellers, limitations on claims, buyer's rights to terminate, withholding tax and grossing up, entire agreement, variation, assignment, announcements, costs, severability, governing law and jurisdiction, and notices and service.
Overall, the Company Acquisition Agreement - with Buyer's Guarantor is a comprehensive legal document that covers all aspects of the acquisition process and ensures that both parties are protected and aware of their rights and obligations.
To use the Company Acquisition Agreement - with Buyer's Guarantor, follow these steps:
1. Review the agreement: Read through the entire agreement to understand its terms and conditions.
2. Gather information: Collect all the necessary information, such as the names and addresses of the parties involved, the number of shares to be sold, and the purchase price.
3. Customize the agreement: Modify the agreement to fit the specific details of the acquisition, such as the consideration method and any additional provisions.
4. Seek legal advice: Consult with a lawyer to ensure that the agreement complies with applicable laws and regulations.
5. Negotiate and finalize: Discuss the terms of the agreement with the other parties involved and make any necessary revisions. Once all parties are satisfied, sign and date the agreement.
6. Fulfill conditions to completion: Work towards fulfilling the conditions specified in the agreement, such as obtaining shareholder approvals and delivering consents.
7. Complete the sale: On the completion date, deliver the necessary documents, such as share transfers and share certificates, and make the payment as specified in the agreement.
8. Prepare completion accounts: If applicable, prepare the completion accounts in accordance with the agreed-upon accounting policies and procedures.
9. Comply with post-completion undertakings: Ensure that both parties fulfill their obligations following completion, such as repaying connected trading indebtedness and ceasing to use certain trade marks or logos.
10. Seek legal advice if needed: If any issues or disputes arise during or after the acquisition process, consult with a lawyer to understand your rights and options.
Note: This guidance is for informational purposes only and should not be considered legal advice. It is recommended to consult with a qualified legal professional for specific advice regarding your situation.