The Company Acquisition Contract serves as the primary document in corporate acquisitions, mergers, and takeovers in the United States. This agreement is essential when one company intends to purchase another entity, whether through asset acquisition or stock purchase. The contract addresses crucial elements including purchase price, representations and warranties, conditions to closing, and post-closing covenants. It must comply with federal regulations such as the Securities Exchange Act and Hart-Scott-Rodino Act, as well as applicable state corporate laws. The document typically requires extensive due diligence and often involves multiple rounds of negotiation.
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1. Parties: Identifies all parties to the acquisition, including full legal names and addresses
2. Background/Recitals: States the context and purpose of the acquisition
3. Definitions: Defines key terms used throughout the agreement
4. Purchase and Sale: Details the assets or shares being acquired and purchase price
5. Consideration: Specifies payment terms, structure, and adjustments
6. Closing: Details closing mechanics, conditions, and timing
7. Representations and Warranties: Statements of fact and assurances from both parties
8. Covenants: Ongoing obligations of the parties
9. Indemnification: Protection against losses and liabilities
10. Termination: Circumstances under which agreement can be terminated
1. Employee Matters: Details handling of employees post-acquisition - use when acquisition includes significant workforce transfer
2. Tax Matters: Specific tax treatment and allocations - use for complex tax structures or international transactions
3. Transition Services: Post-closing services provided by seller - use when ongoing support is needed post-closing
4. Earnout Provisions: Additional payments based on future performance - use when part of purchase price is contingent on performance
1. Disclosure Schedules: Exceptions to representations and warranties
2. Asset Schedule: Detailed list of assets being transferred
3. Intellectual Property Schedule: List of all IP rights being transferred
4. Material Contracts: List of important contracts being assumed
5. Employee Schedule: List of transferring employees and terms
6. Real Estate Schedule: Details of real property involved
7. Purchase Price Allocation: Breakdown of purchase price across assets
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