The Share and Asset Purchase Agreement is utilized when a transaction involves the purchase of both company shares and specific assets. This hybrid approach is common in complex corporate transactions where the buyer wishes to acquire both ownership control and particular assets while potentially excluding others. The agreement must comply with U.S. federal securities laws, state corporate statutes, and often requires regulatory approvals. It typically includes detailed provisions on purchase price mechanics, representations and warranties, indemnities, and closing conditions. This type of agreement is particularly useful in situations where business restructuring is needed before or after the acquisition.
Share And Asset Purchase Agreement for the United States
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Key Requirements PROMPT example:
Share And Asset Purchase Agreement
"Need a Share and Asset Purchase Agreement for acquiring a mid-size tech company in California, including both their software IP assets and 100% shareholding, with completion targeted for March 2025 and post-closing support services for 6 months."
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1. Parties: Identifies all parties to the agreement, including full legal names and addresses
2. Background/Recitals: Sets out the context and purpose of the transaction
3. Definitions: Defines key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including assets/shares being sold and purchase price
5. Consideration: Details of payment terms, adjustments, and payment mechanisms
6. Conditions Precedent: Conditions that must be satisfied before completion
7. Completion: Mechanics and timing of closing the transaction
8. Warranties and Representations: Statements of fact and assurances from both parties
9. Indemnities: Protection against specific identified risks
10. Governing Law and Jurisdiction: Applicable law and dispute resolution provisions
1. Employee Matters: Terms relating to transfer of employees when workforce is part of transaction
2. Tax Covenant: Specific tax-related provisions and allocations for complex transactions
3. Non-Competition: Restrictions on seller's future activities to protect business goodwill
4. Transitional Services: Post-completion support arrangements when ongoing seller support is needed
1. Asset Schedule: Detailed list of assets being transferred
2. Share Details: Details of shares being transferred including share certificates
3. Disclosure Schedule: Exceptions to warranties and representations
4. Properties Schedule: Details of real estate assets
5. Intellectual Property Schedule: List of IP rights being transferred
6. Material Contracts: Key agreements affecting the business
7. Employee Information: Details of transferring employees
8. Completion Requirements: Detailed closing checklist
9. Purchase Price Adjustment Mechanism: Detailed calculation methods for price adjustments
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