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1. Parties: Identifies all parties involved in the MBO, including current owners, management team buyers, and any financing parties
2. Background/Recitals: Sets out the context of the transaction and current ownership structure
3. Definitions: Defines key terms used throughout the agreement
4. Purchase Price and Payment Terms: Details the transaction value and payment structure
5. Conditions Precedent: Lists conditions that must be met before completion
6. Completion Mechanics: Details the steps for executing the transaction
7. Warranties and Representations: Standard warranties from both sellers and buyers
8. Covenants: Ongoing obligations of all parties
1. Employee Matters: Required if employment terms are changing or if TUPE applies. Used when employee contracts are being transferred or modified
2. Financing Arrangements: Details of external financing structure. Used when external funding is part of the MBO
3. Non-Compete Provisions: Restrictions on selling shareholders. Used when sellers might compete post-completion
4. Earn-out Provisions: Structure for additional payments based on performance. Used when part of purchase price is contingent on future performance
1. Share Capital Structure: Details of company's share capital pre and post-completion
2. Properties Schedule: List of company properties and related matters
3. Material Contracts: Key business contracts requiring consent or notification
4. Intellectual Property: Schedule of IP rights owned by the company
5. Employee Information: Details of key employees and their terms
6. Completion Documents: List of documents required at completion
7. Warranties: Detailed warranties given by sellers
8. Disclosure Letter: Exceptions to warranties
Business
Business Day
Completion
Completion Date
Conditions Precedent
Consideration
Disclosure Letter
Effective Date
Encumbrance
Escrow Account
Existing Shareholders
Financial Statements
Group
Intellectual Property Rights
Long Stop Date
Management Team
Management Buyers
Material Adverse Change
Material Contracts
Ordinary Course of Business
Properties
Purchase Price
Sale Shares
Senior Management
Shareholders Agreement
Subsidiary
Target Company
Tax
Transaction Documents
Warranties
Working Capital
Working Capital Adjustment
Confidential Information
Permitted Encumbrances
Related Party
Representations
Security Interest
Third Party Rights
Transaction
Purchase Price
Payment Terms
Conditions Precedent
Completion Mechanics
Warranties and Representations
Covenants
Confidentiality
Non-Competition
Non-Solicitation
Employee Matters
Tax Indemnities
Financing Arrangements
Due Diligence
Working Capital Adjustments
Earn-out Provisions
Restrictive Covenants
Board Composition
Shareholder Rights
Information Rights
Intellectual Property
Assignment and Transfer
Force Majeure
Termination
Dispute Resolution
Governing Law
Notices
Severability
Entire Agreement
Amendment and Waiver
Further Assurance
Costs and Expenses
Announcements
Third Party Rights
Counterparts
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