The Company Acquisition Agreement is a fundamental transaction document used in mergers and acquisitions in India when one company intends to purchase another company or its substantial assets. This agreement is essential for documenting the terms of the acquisition, protecting the interests of both buyers and sellers, and ensuring compliance with Indian regulatory requirements. It must adhere to various Indian laws including the Companies Act 2013, Competition Act 2002, SEBI regulations (for listed companies), and FEMA regulations (for foreign investments). The document typically includes detailed provisions about the transaction structure, purchase price mechanisms, representations and warranties, indemnities, conditions precedent, and completion mechanics. It serves as the primary reference point for all aspects of the acquisition and may require approvals from various regulatory authorities depending on the transaction size and nature.
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1. Parties: Identification of the seller(s), buyer(s), and the target company with their complete legal details
2. Background: Context of the transaction, including brief description of the target company and purpose of the acquisition
3. Definitions and Interpretation: Comprehensive list of defined terms and interpretation rules used throughout the agreement
4. Sale and Purchase: Core transaction terms including what is being sold (shares/assets), purchase price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals and third-party consents
6. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
7. Completion: Mechanics of closing the transaction, including timing, location, and actions required
8. Warranties: Representations and warranties given by the seller regarding the target company
9. Indemnities: Specific indemnities provided by the seller for identified risks or liabilities
10. Limitations on Liability: Caps, thresholds, and time limits on warranty and indemnity claims
11. Confidentiality: Obligations regarding confidential information and announcements
12. Non-Competition and Non-Solicitation: Restrictions on seller's competitive activities post-completion
13. Dispute Resolution: Mechanism for resolving disputes, including jurisdiction and governing law
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Employee Matters: Required when specific arrangements for key employees or general workforce are needed
3. Real Estate: Necessary when significant real estate assets are involved in the transaction
4. Intellectual Property Rights: Important when IP forms a crucial part of the target company's value
5. Environmental Matters: Required for industries with significant environmental impact or liabilities
6. Foreign Investment Compliance: Needed when the transaction involves foreign investors
7. Tax Covenant: Detailed tax-related provisions when specific tax risks need to be addressed
8. Transitional Services: Required when post-completion services are needed from the seller
1. Details of the Target Company: Corporate information, shareholding structure, and organizational details
2. Completion Obligations: Detailed list of documents and actions required at completion
3. Warranties: Comprehensive list of seller's warranties about the target company
4. Disclosed Documents: List of documents disclosed against the warranties
5. Properties: Details of all real estate owned or leased by the target company
6. Intellectual Property: List of all IP rights owned or licensed by the target company
7. Material Contracts: Summary of key contracts affecting the target company
8. Employee Information: Details of employees, benefits, and employment terms
9. Financial Statements: Recent financial statements and management accounts
10. Permitted Encumbrances: List of permitted liens and encumbrances on assets
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