List of documents—private M&A—share purchase—conditional completion
List of documents—private M&A—share purchase—conditional completion

The following Corporate precedent provides comprehensive and up to date legal information covering:

  • List of documents—private M&A—share purchase—conditional completion

List of documents—private M&A—share purchase—conditional completion

Acquisition of [insert target company name] Limited

List of documents: Acquisition of [insert target company name] by [insert buyer name] from [insert seller(s) name(s)]

Definitions:

Buyer

  1. means [insert buyer name] Limited/PLC

Company

  1. means [insert target company name] Limited

Seller[s]

  1. means [[insert seller name] Limited/PLC OR insert sellers’ names]

[Subsidiaries

  1. means [insert names of subsidiaries of the target company] Limited]

Other defined terms used shall have the meanings given to such terms in the share purchase agreement between the Buyer and the Seller[s].

Preliminary documents for signature and delivery

DocumentSignatoriesStatus/comments
[Heads of terms][Buyer]
[Seller[s]]
Confidentiality agreement/letterBuyer
Seller[s]
[Exclusivity letter/agreement][Buyer]
[Seller[s]]
[Due diligence questionnaire][Buyer]
[Data room rules][Buyer]
[Seller[s]]

Exchange: documents for signature and delivery

DocumentSignatoriesStatus/comments
Share purchase agreementBuyer
Seller[s]
[Guarantor]
[Tax covenant][Buyer]
[Seller[s]]
Disclosure letterBuyer
Seller[s]
Disclosure documentsBuyer
Seller[s]
[Guarantee (of seller obligations)][Guarantor]
Buyer
[[Deed of contribution]][Sellers ([insert names of individual sellers])]

Exchange: items for delivery

DocumentResponsibilityStatus/comments
[Final draft of circular to Buyer shareholders seeking approval for transaction (class 1 transaction)][Buyer]
[Final draft of circular to Seller shareholders seeking approval for transaction (class 1 transaction)][Seller]
Board minutes of the Buyer approving terms and execution of share purchase agreement and other documents signed and/or delivered at exchangeBuyer
[Board minutes of the Seller approving terms and execution of share purchase agreement and other documents signed and/or delivered at exchange][Seller]
[Power of attorney (re: execution of documents at exchange): original or certified copy][Buyer]
[Power of attorney

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