The Company Acquisition Agreement is a crucial document in merger and acquisition transactions within the United States. It serves as the primary contract governing the purchase and sale of a company, whether through asset or stock acquisition. This agreement is essential when one entity wishes to acquire ownership and control of another entity's business operations. The document typically includes detailed provisions about purchase price, payment mechanisms, representations and warranties, conditions precedent, and post-closing covenants. It must comply with both federal and state laws, including securities regulations, antitrust laws, and industry-specific requirements.
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1. Parties: Identification of buyer and seller entities, including full legal names and addresses
2. Background/Recitals: Context of the transaction, including brief description of the business and purpose of the acquisition
3. Definitions: Key terms used throughout the agreement
4. Purchase and Sale: Core transaction terms including purchase price, what is being acquired (shares/assets)
5. Purchase Price and Payment Terms: Detailed breakdown of consideration, payment method, adjustments, and escrow arrangements
6. Closing Conditions: Prerequisites that must be met before the transaction can complete
7. Representations and Warranties: Statements of fact about the business, assets, and liabilities
8. Covenants: Promises about conduct before and after closing
9. Indemnification: Rights and obligations regarding losses and claims
10. Termination: Circumstances under which agreement can be terminated
1. Employee Matters: Treatment of employees post-closing, including transfer terms, benefits, and continuity of employment
2. Tax Matters: Specific tax treatments, allocations, and responsibilities between parties
3. Transition Services: Services to be provided by seller post-closing to ensure business continuity
4. Earnout Provisions: Terms for additional payments based on future performance metrics
1. Disclosure Schedules: Exceptions to representations and warranties made in the agreement
2. Asset Schedule: Detailed list of assets being transferred in the transaction
3. Excluded Assets Schedule: Assets explicitly excluded from the transaction scope
4. Assumed Liabilities Schedule: List of liabilities being assumed by buyer as part of the transaction
5. Material Contracts: Key agreements affecting the business being transferred
6. Intellectual Property Schedule: List of IP rights being transferred, including patents, trademarks, and copyrights
7. Employee Schedule: List of employees and key employment terms being transferred
8. Real Property Schedule: Details of owned and leased properties included in the transaction
Relevant legal definitions
Acquisition
Affiliate
Agreement
Business Day
Closing
Closing Date
Confidential Information
Consideration
Disclosure Schedules
Effective Date
Encumbrance
Financial Statements
GAAP
Governmental Authority
Intellectual Property
Knowledge
Law
Liability
Material Adverse Effect
Material Contract
Ordinary Course of Business
Permits
Person
Purchase Price
Representatives
Subsidiary
Tax
Taxes
Third Party
Transaction Documents
Working Capital
Affiliate
Agreement
Business Day
Closing
Closing Date
Confidential Information
Consideration
Disclosure Schedules
Effective Date
Encumbrance
Financial Statements
GAAP
Governmental Authority
Intellectual Property
Knowledge
Law
Liability
Material Adverse Effect
Material Contract
Ordinary Course of Business
Permits
Person
Purchase Price
Representatives
Subsidiary
Tax
Taxes
Third Party
Transaction Documents
Working Capital
Clauses
Purchase and Sale
Purchase Price
Payment Terms
Purchase Price Adjustment
Earn-out
Closing Conditions
Due Diligence
Representations and Warranties
Covenants
Non-Competition
Non-Solicitation
Confidentiality
Employee Matters
Intellectual Property
Real Property
Material Contracts
Tax Matters
Environmental Matters
Indemnification
Termination
Dispute Resolution
Governing Law
Assignment
Force Majeure
Notices
Entire Agreement
Amendments
Severability
Expenses
Third Party Rights
Purchase Price
Payment Terms
Purchase Price Adjustment
Earn-out
Closing Conditions
Due Diligence
Representations and Warranties
Covenants
Non-Competition
Non-Solicitation
Confidentiality
Employee Matters
Intellectual Property
Real Property
Material Contracts
Tax Matters
Environmental Matters
Indemnification
Termination
Dispute Resolution
Governing Law
Assignment
Force Majeure
Notices
Entire Agreement
Amendments
Severability
Expenses
Third Party Rights
Relevant Industries
Relevant Teams
Relevant Roles
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