The Combination Agreement is a crucial document used in Australian business transactions where two or more entities intend to combine their operations through merger, acquisition, or other forms of business combination. This agreement is essential for transactions governed by Australian law and must comply with the Corporations Act 2001 (Cth), Competition and Consumer Act 2010 (Cth), and other relevant legislation. It contains detailed provisions covering transaction structure, consideration, conditions precedent, warranties, completion mechanics, and post-completion obligations. The document is particularly important for ensuring regulatory compliance, protecting stakeholder interests, and providing a clear framework for the combination process. It requires careful consideration of corporate, competition, tax, and employment implications under Australian law.
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1. Parties: Identifies and defines all parties to the combination agreement
2. Background: Sets out the context and purpose of the combination agreement
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles
4. Transaction Structure: Details the fundamental structure of the combination (merger, acquisition, etc.)
5. Consideration: Specifies the purchase price or exchange ratio and payment terms
6. Conditions Precedent: Lists conditions that must be satisfied before completion
7. Pre-completion Obligations: Details conduct of business requirements before completion
8. Completion: Specifies completion mechanics and requirements
9. Warranties and Representations: Contains fundamental warranties from all parties
10. Indemnities: Sets out indemnification obligations of the parties
11. Confidentiality: Governs treatment of confidential information
12. Announcements: Regulates public communications about the transaction
13. Termination: Specifies circumstances and consequences of termination
14. Dispute Resolution: Establishes process for resolving disputes
15. General Provisions: Contains standard boilerplate clauses
1. Regulatory Approvals: Required when the transaction needs specific regulatory clearances
2. Employee Matters: Needed when addressing specific employment arrangements or transitions
3. Tax Matters: Include when specific tax arrangements or allocations need to be addressed
4. Intellectual Property: Required when IP transfers or licenses are a significant part of the transaction
5. Break Fee: Include when parties agree to break fee arrangements
6. Transition Services: Needed when post-completion services will be provided between parties
7. Real Property: Include when real estate assets are a significant component
8. Environmental Matters: Required for transactions involving environmental risks or liabilities
9. Data Protection: Include when significant personal data is involved in the transaction
1. Assets Schedule: Detailed list of assets included in the transaction
2. Warranties: Detailed warranties given by each party
3. Completion Obligations: Detailed list of actions required at completion
4. Form of Transfer Documents: Templates for various transfer instruments
5. Disclosed Information: List of information disclosed against warranties
6. Material Contracts: Key contracts affecting the transaction
7. Intellectual Property Rights: Details of IP rights involved in the transaction
8. Properties: Details of real property assets involved
9. Employee Information: Details of employees and employment terms
10. Completion Accounts: Format and principles for completion accounts
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