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Share And Asset Purchase Agreement

Share And Asset Purchase Agreement Template for Canada

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Key Requirements PROMPT example:

Share And Asset Purchase Agreement

"I need a Share and Asset Purchase Agreement for acquiring a mid-sized Canadian technology company, including both its shares and intellectual property assets, with an anticipated closing date in March 2025 and special emphasis on data privacy compliance and employee retention provisions."

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Document background
The Share And Asset Purchase Agreement (SAPA) is a sophisticated transaction document used in Canadian business acquisitions where the buyer wishes to acquire both shares in a company and specific assets, either from the same seller or related sellers. This hybrid approach is particularly useful in complex corporate restructurings, partial business acquisitions, or situations where certain assets need to be carved out or specifically included in the transaction. The document must comply with Canadian federal and provincial requirements, including the Canada Business Corporations Act, provincial securities regulations, and tax legislation. It typically includes comprehensive provisions covering purchase price allocation, representations and warranties, indemnities, closing conditions, and post-closing covenants. This type of agreement requires careful consideration of both corporate and asset transfer requirements, making it more complex than standalone share or asset purchase agreements.
Suggested Sections

1. Parties: Identification of the seller(s), purchaser(s), and any guarantors or other relevant parties

2. Background: Context of the transaction, including description of the business and purpose of the agreement

3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms covering both shares and assets being sold

5. Purchase Price and Payment: Consideration, payment terms, adjustments, and allocation between shares and assets

6. Closing: Closing mechanics, conditions precedent, and timing

7. Seller's Representations and Warranties: Comprehensive warranties regarding the company, shares, and assets being sold

8. Purchaser's Representations and Warranties: Warranties regarding the purchaser's capacity and authority to complete the transaction

9. Pre-Closing Covenants: Obligations of parties between signing and closing, including business operation requirements

10. Post-Closing Covenants: Ongoing obligations after closing, including transition services and non-competition

11. Indemnification: Rights and obligations regarding losses and claims, including procedures and limitations

12. Tax Matters: Tax allocations, responsibilities, and indemnities

13. Employee Matters: Treatment of employees, benefits, and related liabilities

14. Confidentiality and Announcements: Obligations regarding transaction confidentiality and public communications

15. General Provisions: Standard boilerplate provisions including notices, amendments, governing law, etc.

Optional Sections

1. Earnout Provisions: Used when part of the purchase price is contingent on future performance

2. Environmental Matters: Specific provisions for businesses with significant environmental considerations

3. Intellectual Property Rights: Detailed IP provisions for technology or brand-focused businesses

4. Real Estate Matters: Specific provisions when significant real estate assets are involved

5. Third Party Consents: Detailed provisions when key contracts or licenses require consent for transfer

6. Financing Cooperation: When purchaser requires seller cooperation for transaction financing

7. Transition Services: When post-closing operational support is needed from the seller

8. Competition Act Compliance: Detailed provisions for transactions requiring competition law approval

Suggested Schedules

1. Schedule of Assets: Detailed listing of all assets being transferred

2. Share Capital Information: Details of share capital structure and securities being transferred

3. Material Contracts: List and copies of key contracts being transferred

4. Real Property: Details of owned and leased real estate

5. Intellectual Property: List of IP assets including registrations and applications

6. Employee Information: List of employees, positions, and key employment terms

7. Outstanding Litigation: Details of pending or threatened legal proceedings

8. Required Consents: List of third-party consents required for closing

9. Permitted Encumbrances: List of accepted liens and encumbrances on assets

10. Purchase Price Allocation: Agreed allocation of purchase price among assets and shares

11. Excluded Assets: List of assets specifically excluded from the transaction

12. Assumed and Excluded Liabilities: Detailed listing of liabilities being assumed or excluded

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions
Clauses


















































Relevant Industries

Manufacturing

Technology

Real Estate

Retail

Healthcare

Professional Services

Energy

Mining

Agriculture

Financial Services

Transportation and Logistics

Construction

Telecommunications

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Business Development

Executive Leadership

Treasury

Corporate Secretariat

Due Diligence

Integration

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

M&A Director

Business Development Director

Corporate Secretary

Finance Director

Tax Director

Chief Operating Officer

Risk Manager

Compliance Officer

Investment Banker

Due Diligence Manager

Integration Manager

Industries










Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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