The Company Takeover Agreement serves as the primary transaction document in corporate acquisitions under U.S. law. It is used when one company intends to acquire control of another through share purchase, asset purchase, or merger. This agreement typically includes detailed provisions on valuation, due diligence findings, regulatory approvals, and risk allocation between parties. It must address both federal requirements (such as SEC regulations and antitrust laws) and state-specific corporate laws. The agreement is crucial for establishing the rights and obligations of all parties involved in the transaction.
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1. Parties: Identification of acquiring and target companies, including legal details and registration information
2. Background: Context of the transaction and purpose of the agreement, including basis for the takeover
3. Definitions: Key terms used throughout the agreement, including technical and financial definitions
4. Purchase Price and Consideration: Details of transaction value, payment terms, adjustments, and payment mechanics
5. Closing Conditions: Prerequisites for completing the transaction, including regulatory approvals and third-party consents
6. Representations and Warranties: Statements of fact and assurances from both parties regarding their business, assets, and liabilities
7. Covenants: Ongoing obligations of parties before and after closing, including conduct of business provisions
8. Indemnification: Provisions for compensation in case of breach of warranties or other obligations
9. Termination Rights: Circumstances under which either party may terminate the agreement and consequences
10. Governing Law and Jurisdiction: Choice of law and forum for dispute resolution
1. Employee Matters: Treatment of employees post-acquisition, including benefits, compensation, and retention arrangements
2. Transition Services: Post-closing support services to be provided by seller to ensure business continuity
3. Earnout Provisions: Additional future payments based on performance metrics and calculation methods
4. Non-Competition: Restrictions on seller's ability to compete with the business post-closing
5. Tax Matters: Specific provisions dealing with tax liabilities and obligations
1. Disclosure Schedules: Detailed disclosures relating to representations and warranties, exceptions and qualifications
2. Asset Schedule: Comprehensive list of assets being transferred, including physical assets and contracts
3. Intellectual Property Schedule: Detailed inventory of patents, trademarks, copyrights, and other IP rights being transferred
4. Material Contracts Schedule: List of key agreements affecting the business, including terms and obligations
5. Employee Schedule: List of employees, their positions, compensation, and material employment terms
6. Real Estate Schedule: Details of owned and leased properties, including material terms and conditions
7. Permitted Liens Schedule: List of existing liens and encumbrances that will remain post-closing
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