The Share Acquisition Agreement is a fundamental document used in Canadian corporate transactions when one party wishes to acquire ownership of a company through the purchase of its shares. This agreement is essential for both private and public company transactions, though its specific requirements may vary depending on the nature of the shares being transferred and applicable provincial or federal regulations. The document typically includes detailed provisions about the purchase price, payment terms, representations and warranties, conditions precedent, and closing mechanics. It must comply with various Canadian legal frameworks, including the Canada Business Corporations Act, provincial securities legislation, and where applicable, the Competition Act and Investment Canada Act. The agreement serves as the cornerstone document in share acquisition transactions, protecting both buyers and sellers while ensuring regulatory compliance.
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1. Parties: Identification of the seller(s), purchaser(s), and the target company
2. Background: Context of the transaction, including current ownership structure and purpose of the agreement
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Sale and Purchase of Shares: Core transaction terms including number and class of shares being sold
5. Purchase Price: Consideration, payment terms, and any price adjustment mechanisms
6. Conditions Precedent: Conditions that must be satisfied before closing can occur
7. Pre-Closing Covenants: Obligations of parties between signing and closing, including conduct of business
8. Closing: Mechanics of closing, including timing, location, and deliverables
9. Representations and Warranties: Statements of fact and assurances from seller about the company and shares
10. Indemnification: Rights and obligations regarding compensation for losses arising from breaches
11. Confidentiality: Obligations regarding confidential information
12. Announcements: Requirements for public statements about the transaction
13. Notices: Process for formal communications between parties
14. General Provisions: Standard boilerplate clauses including governing law, assignment, and amendments
1. Purchase Price Adjustment: Detailed mechanisms for post-closing price adjustments based on working capital or other metrics
2. Earnout Provisions: Include when part of purchase price is contingent on future performance
3. Employee Matters: Include when specific arrangements for key employees or general workforce are needed
4. Tax Matters: Include detailed tax provisions when complex tax implications exist
5. Intellectual Property: Include detailed IP provisions when IP is a significant asset
6. Non-Competition and Non-Solicitation: Include when restrictions on seller's future activities are required
7. Transition Services: Include when seller will provide post-closing services
8. Break Fee: Include when parties want to specify damages for failure to complete
9. Financing Cooperation: Include when buyer requires seller's assistance with acquisition financing
1. Schedule of Shares: Details of shares being transferred including share certificate numbers
2. Disclosure Schedule: Exceptions and qualifications to representations and warranties
3. Financial Statements: Recent financial statements of target company
4. Material Contracts: List and copies of important contracts
5. Real Property: Details of owned and leased real estate
6. Intellectual Property: List of IP assets and registrations
7. Employee Information: List of employees and employment terms
8. Required Consents: Third party and regulatory approvals needed
9. Permitted Encumbrances: List of accepted liens and encumbrances
10. Form of Closing Documents: Templates for share certificates, resignations, and other closing deliverables
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