The Company Acquisition Agreement is a fundamental transaction document used in mergers and acquisitions under Canadian law. It is employed when one company intends to acquire another company, whether through a share purchase, asset purchase, or corporate merger. The agreement must comply with various Canadian federal and provincial regulations, including the Canada Business Corporations Act, Competition Act, and applicable securities laws. It typically includes detailed provisions covering purchase price mechanisms, representations and warranties, conditions to closing, covenants, indemnification provisions, and post-closing obligations. This document is particularly crucial as it allocates risk between parties, establishes the framework for the transaction's completion, and serves as the primary reference point for resolving any disputes that may arise during or after the acquisition process.
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1. Parties: Identification of the buyer, seller, and any guarantors or other relevant parties to the agreement
2. Background: Recitals explaining the context of the transaction and basic information about the target company
3. Definitions: Comprehensive list of defined terms used throughout the agreement
4. Purchase and Sale: Core transaction terms including purchase price, shares/assets being acquired, and payment terms
5. Purchase Price Adjustments: Mechanisms for adjusting the purchase price based on working capital, debt, or other financial metrics
6. Closing: Closing mechanics, timing, and deliverables
7. Representations and Warranties of the Seller: Seller's statements about the company's condition, operations, and compliance
8. Representations and Warranties of the Buyer: Buyer's statements about its authority and ability to complete the transaction
9. Covenants: Pre-closing and post-closing obligations of all parties
10. Conditions Precedent: Conditions that must be satisfied before closing
11. Indemnification: Rights and obligations regarding compensation for losses or breaches
12. Termination: Circumstances under which the agreement can be terminated and consequences
13. General Provisions: Standard legal provisions including governing law, notices, amendments, and interpretation
1. Employee Matters: Used when employment transitions are significant, covering treatment of employees, benefits, and related matters
2. Intellectual Property: Detailed section when IP is a crucial asset, covering ownership, transfers, and licenses
3. Real Property: Included when real estate assets are material to the transaction
4. Environmental Matters: Required for companies with significant environmental exposure or compliance obligations
5. Tax Matters: Detailed tax provisions when complex tax structures or significant tax exposures exist
6. Competition Compliance: Detailed provisions when transaction requires competition law approval
7. Transition Services: When post-closing services are required from seller
8. Financing Provisions: When purchase is contingent on buyer obtaining financing
1. Disclosure Schedule: Exceptions and qualifications to representations and warranties
2. Financial Statements: Recent financial statements of the target company
3. Material Contracts: List and copies of important contracts
4. Real Property Schedule: Details of owned and leased real property
5. Intellectual Property Schedule: List of IP assets including registrations and applications
6. Employee Schedule: List of employees, positions, and compensation
7. Permits and Licenses: List of material permits, licenses, and authorizations
8. Purchase Price Adjustment Methodology: Detailed procedures for calculating purchase price adjustments
9. Form of Closing Documents: Forms of various closing certificates and other documents
10. Working Capital Calculation: Target working capital and calculation methodology
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