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1. Parties: Details of the selling shareholders, purchasing management team, and target company
2. Background: Context of the transaction, current ownership structure, and purpose of the MBO
3. Definitions: Key terms used throughout the agreement including relevant legislation references
4. Sale and Purchase: Core transaction terms including shares/assets being sold and purchase price
5. Consideration: Payment terms, including timing and method of payment
6. Completion: Requirements and mechanics for completing the transaction
7. Warranties: Standard warranties from sellers regarding the business
8. Limitations on Liability: Caps and restrictions on warranty claims
9. Confidentiality: Obligations regarding confidential information
1. Employee Matters: TUPE provisions, employment contracts, and consultation requirements when employees are being transferred
2. Property: Property transfer provisions and related requirements when real estate is involved
3. Intellectual Property: IP transfer and protection provisions when significant IP assets exist
4. Financing Arrangements: Details of debt financing structure when external financing is part of the MBO
5. Non-Compete Provisions: Restrictions on selling shareholders when sellers might compete post-completion
1. Schedule 1 - Share Capital Details: Complete breakdown of company's share capital and shareholding structure
2. Schedule 2 - Warranties: Detailed warranties given by sellers covering all aspects of the business
3. Schedule 3 - Properties: List of properties owned/leased by the company including relevant details
4. Schedule 4 - Intellectual Property Rights: Schedule of IP owned by the company including registrations and licenses
5. Schedule 5 - Employee Information: Details of key employees and their terms of employment
6. Schedule 6 - Material Contracts: List of important business contracts and their key terms
7. Schedule 7 - Completion Obligations: Detailed list of completion deliverables and actions required
8. Schedule 8 - Form of Resignation Letters: Template resignation letters for departing directors and officers
Accounts Date
Business
Business Day
Buyer(s)
Completion
Completion Date
Confidential Information
Consideration
Disclosed
Disclosure Letter
Encumbrance
Group
Intellectual Property Rights
Management Team
Material Contracts
Properties
Purchase Price
Sale Shares
Seller(s)
Shareholders' Agreement
Target Company
Tax
Taxation
Transaction Documents
Warranties
Working Capital
Completion Obligations
Completion Statement
Debt Finance Documents
Equity Documents
Key Employees
Losses
Material Adverse Change
Permitted Encumbrances
Related Persons
Relevant Period
Representatives
Reserved Matters
Subsidiary
Tax Covenant
Tax Warranties
TUPE
Warranty Claim
Working Capital Target
Share Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties
Tax Covenants
Limitations on Liability
Confidentiality
Non-Competition
Non-Solicitation
Employee Matters
TUPE Provisions
Intellectual Property
Property Rights
Data Protection
Assignment
Announcements
Further Assurance
Costs
Notices
Entire Agreement
Variations
Waiver
Severability
Third Party Rights
Governing Law
Jurisdiction
Counterparts
Force Majeure
Indemnities
Dispute Resolution
Business Continuity
Financial Obligations
Board Composition
Shareholder Rights
Exit Provisions
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