Company Acquisition Agreement - with Earnout

Buyer

No. of Prokens Required:  3

Download Company Acquisition Agreement - with Earnout in Word or PDF

Document Preview:

Description:

A company acquisition agreement between a Buyer and a Seller where part of the consideration is calculated by reference to the future performance of the company or business being purchased (earnout). The Seller's warranties are included in another template. This agreement is drafted in favour of the Buyer.

The Company is a company limited by shares. The Seller is the legal and beneficial owner of the Shares in the Company. The Seller has agreed to sell all of the Shares to the Buyer for the consideration and upon the terms set out in this Agreement.


The Seller agrees to sell, and the Buyer agrees to purchase, the number of Shares. The Shares shall be sold free from all security interests, options, equities, claims or other third party rights (including rights of pre-emption) of any nature whatsoever, together with all rights attaching to them.

The total purchase price payable by the Buyer to the Seller for the Shares shall be the aggregate of:

(a) fixed amount; and

(b) the value of the Earnout Consideration.

The Buyer shall pay, in respect of the purchase price, the sum of fixed amount in cash on Completion i, and the balance of the purchase price (or any overpayment due from the Seller to the Buyer upon finalisation of the Earnout) shall be paid by electronic transfer within seven (7) Business Days of the final determination under clause 6 of the value of the Earnout Consideration.

If any payment is made by the Seller to the Buyer under or in respect of any breach of this Agreement (including, without limitation, any payment pursuant to any Claim or any indemnity contained in this Agreement), the payment shall so far as possible be treated as a reduction in the price paid for the Shares.

Document Type:

Agreements / contracts

Category:

Business > Corporate > Mergers and Acquisitions / Completion Certificate

 
Keywords:

Acquisition

,  

Company

,  

Company Acquisition

,  

Transfer

,  

Buyer

,  

Seller

,  

Purchaser

,  

Vendor

,  

Warranties

,  

Sale And Purchase

,  

S&P

,  

Earnout

,  

Future

,  

Consideration

,  

Shares

,  

Related Documents


Acquisition Agency Agreement to Bind Parties to S&P Agreement

- Buyer - Post Agreement

Acquisition Agency Agreement to Bind Parties to S&P Agreement

- Buyer - Pre Agreement

Acquisition Agency Agreement to Bind Parties to S&P Agreement

- Seller - Post Agreement

Acquisition Agency Agreement to Bind Parties to S&P Agreement

- Seller - Pre Agreement

Assets Acquisition Agreement

- Buyer

Assets Acquisition Agreement

- Neutral

Assets Acquisition Agreement

- Seller

Business Acquisition - Warranties

- Buyer

Business Acquisition - Warranties

- Neutral

Business Acquisition - Warranties

- Seller

Business Acquisition Agreement - No Guarantor

- Buyer

Business Acquisition Agreement - No Guarantor

- Neutral

Business Acquisition Agreement - No Guarantor

- Seller

Business Acquisition Agreement - with Buyer's Guarantor

- Buyer

Business Acquisition Agreement - with Buyer's Guarantor

- Neutral

Business Acquisition Agreement - with Buyer's Guarantor

- Seller

Business Acquisition Agreement - with Seller's Guarantor

- Buyer

Business Acquisition Agreement - with Seller's Guarantor

- Neutral

Business Acquisition Agreement - with Seller's Guarantor

- Seller

Company Acquisition - Warranties

- Buyer

Company Acquisition - Warranties

- Neutral

Company Acquisition - Warranties

- Seller

Company Acquisition Agreement - with Buyer's Guarantor

- Buyer Form - 1 Seller

Company Acquisition Agreement - with Buyer's Guarantor

- Buyer Form - 2 Sellers

Company Acquisition Agreement - with Buyer's Guarantor

- Buyer Form - 3 Sellers

Company Acquisition Agreement - with Buyer's Guarantor

- Neutral Form - 1 Seller

Company Acquisition Agreement - with Buyer's Guarantor

- Neutral Form - 2 Sellers

Company Acquisition Agreement - with Buyer's Guarantor

- Neutral Form - 3 Sellers

Company Acquisition Agreement - with Buyer's Guarantor

- Seller Form - 1 Seller

Company Acquisition Agreement - with Buyer's Guarantor

- Seller Form - 2 Sellers

Company Acquisition Agreement - with Buyer's Guarantor

- Seller Form - 3 Sellers

Company Acquisition Agreement - with Earnout

- Neutral

Company Acquisition Agreement - with Earnout

- Seller

Company Acquisition Agreement - with No Guarantor

- Buyer Form - 1 Seller

Company Acquisition Agreement - with No Guarantor

- Buyer Form - 2 Sellers

Company Acquisition Agreement - with No Guarantor

- Buyer Form - 3 Sellers

Company Acquisition Agreement - with No Guarantor

- Neutral Form - 1 Seller

Company Acquisition Agreement - with No Guarantor

- Neutral Form - 2 Sellers

Company Acquisition Agreement - with No Guarantor

- Neutral Form - 3 Sellers

Company Acquisition Agreement - with No Guarantor

- Seller Form - 1 Seller

Company Acquisition Agreement - with No Guarantor

- Seller Form - 2 Sellers

Company Acquisition Agreement - with No Guarantor

- Seller Form - 3 Sellers

Company Acquisition Agreement - with Seller's Guarantor

- Buyer Form - 1 Seller

Company Acquisition Agreement - with Seller's Guarantor

- Buyer Form - 2 Sellers

Company Acquisition Agreement - with Seller's Guarantor

- Buyer Form - 3 Sellers

Company Acquisition Agreement - with Seller's Guarantor

- Neutral Form - 1 Seller

Company Acquisition Agreement - with Seller's Guarantor

- Neutral Form - 2 Sellers