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the acquisition purchase agreement governs the final sale of an acquiree to an acquirer. the following clauses are usually found in a standard purchase agreement: this clause states the legal structure of the transaction and when it will occur. if the payment is to be in cash, this clause states how the funds are to be transferred to the shareholders of the acquiree. if the payment is to be in debt, this clause states the terms of the promissory note, and may include reference to a security agreement that states the secured position of the seller in the assets of the acquirer. this clause is a cluster of representations that the information provided by each party to the other is true.
there can be a considerable amount of dickering between the attorneys working for each side in determining which items are included in and excluded from this section, as well as the extent of the associated liabilities if any of the representations turn out to be false. here are several such clauses: this clause sets a fixed dollar amount of losses that the acquirer must record from the acquiree before it can pursue damages from the seller under the indemnification provisions of the purchase agreement. the collar clause states that the exchange ratio will be reset to maintain the intended total purchase price if the acquirer’s stock price changes beyond a certain amount. this clause reduces the risk to the seller of suffering a reduction in the price paid. this clause entitles the seller to additional acquirer stock if it was originally paid in stock, and the market price of that stock subsequently declined. this clause is not normally used unless the acquirer is publicly-held, where there is a market for its stock that can be referenced.
virtually all acquisition agreements have the same basic structure: asset purchase – “all or substantially all” vs. specified assets. b. the shareholders wish to sell all of their company stock and any and all other equity interests to purchaser (the “acquisition”) in exchange for cash and the acquisition purchase agreement governs the final sale of an acquiree to an acquirer. it usually contains a standard set of clauses., acquisition agreement template, acquisition agreement template, acquisition agreement meaning, share purchase agreement, purchase agreement private equity.
a purchase and sale agreement can take the form of a merger agreement, tender offer document, or a stock or asset purchase agreement. asset purchase agreement (apa). this agreement transfers the individual assets from the seller to the buyer by signing a bill of sale. however, the seller a definitive purchase agreement (dpa) is a legal document that records the terms and conditions between two companies that enter into an, sale and purchase agreement key terms, definitive agreement vs purchase agreement, m&a deal structure pdf, purchase agreement sections, inside date purchase agreement, sale and purchase agreement m&a, definitive agreement spac, letter of intent.
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