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Share And Asset Purchase Agreement

Share And Asset Purchase Agreement Generator for the USA

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Key Requirements PROMPT example:

Share And Asset Purchase Agreement

"Need a Share and Asset Purchase Agreement for acquiring a mid-size tech company in California, including both their software IP assets and 100% shareholding, with completion targeted for March 2025 and post-closing support services for 6 months."

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Document background
The Share and Asset Purchase Agreement is utilized when a transaction involves the purchase of both company shares and specific assets. This hybrid approach is common in complex corporate transactions where the buyer wishes to acquire both ownership control and particular assets while potentially excluding others. The agreement must comply with U.S. federal securities laws, state corporate statutes, and often requires regulatory approvals. It typically includes detailed provisions on purchase price mechanics, representations and warranties, indemnities, and closing conditions. This type of agreement is particularly useful in situations where business restructuring is needed before or after the acquisition.
Suggested Sections

1. Parties: Identifies all parties to the agreement, including full legal names and addresses

2. Background/Recitals: Sets out the context and purpose of the transaction

3. Definitions: Defines key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including assets/shares being sold and purchase price

5. Consideration: Details of payment terms, adjustments, and payment mechanisms

6. Conditions Precedent: Conditions that must be satisfied before completion

7. Completion: Mechanics and timing of closing the transaction

8. Warranties and Representations: Statements of fact and assurances from both parties

9. Indemnities: Protection against specific identified risks

10. Governing Law and Jurisdiction: Applicable law and dispute resolution provisions

Optional Sections

1. Employee Matters: Terms relating to transfer of employees when workforce is part of transaction

2. Tax Covenant: Specific tax-related provisions and allocations for complex transactions

3. Non-Competition: Restrictions on seller's future activities to protect business goodwill

4. Transitional Services: Post-completion support arrangements when ongoing seller support is needed

Suggested Schedules

1. Asset Schedule: Detailed list of assets being transferred

2. Share Details: Details of shares being transferred including share certificates

3. Disclosure Schedule: Exceptions to warranties and representations

4. Properties Schedule: Details of real estate assets

5. Intellectual Property Schedule: List of IP rights being transferred

6. Material Contracts: Key agreements affecting the business

7. Employee Information: Details of transferring employees

8. Completion Requirements: Detailed closing checklist

9. Purchase Price Adjustment Mechanism: Detailed calculation methods for price adjustments

Authors

Alex Denne

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Accounts
Accounting Principles
Adjustment Amount
Affiliate
Agreed Form
Agreement
Assets
Business
Business Day
Buyer
Claim
Closing
Closing Date
Completion
Conditions Precedent
Confidential Information
Consideration
Control
Data Room
Disclosure Letter
Effective Date
Employees
Encumbrance
Environmental Laws
Escrow Account
Excluded Assets
Financial Statements
Governmental Authority
Group
Indemnified Party
Intellectual Property Rights
Key Employees
Laws
Liabilities
Losses
Material Adverse Change
Material Contracts
Net Working Capital
Permits
Properties
Purchase Price
Related Parties
Seller
Seller's Knowledge
Shares
Subsidiaries
Target Company
Tax
Taxes
Tax Authority
Tax Returns
Third Party
Transaction Documents
Transferred Assets
Warranties
Working Capital Adjustment
Clauses
Share Purchase
Asset Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion Mechanics
Warranties and Representations
Tax Matters
Employees
Pensions
Intellectual Property
Real Property
Environmental Matters
Confidentiality
Non-Competition
Non-Solicitation
Indemnification
Insurance
Post-Completion Obligations
Transitional Services
Further Assurance
Assignment
Force Majeure
Termination
Break Fees
Dispute Resolution
Notices
Costs and Expenses
Entire Agreement
Severability
Amendments
Third Party Rights
Governing Law
Jurisdiction
Counterparts
Data Protection
Regulatory Compliance
Material Adverse Change
Working Capital Adjustment
Escrow Arrangements
Industries

Federal Securities Laws: Primary federal laws including Securities Act of 1933, Securities Exchange Act of 1934, and Hart-Scott-Rodino Antitrust Improvements Act, governing securities transactions and reporting requirements

State Corporate Laws: State-specific legislation including Delaware General Corporation Law and state securities ('Blue Sky') laws that govern corporate operations and transactions within specific jurisdictions

Tax Laws: Internal Revenue Code, state and local tax regulations, and considerations regarding tax implications of asset vs. stock sale structures

Employment Laws: Regulations including WARN Act, ERISA, and labor laws governing employee rights, benefits, and transfers during corporate transactions

Intellectual Property Laws: Federal and state laws governing trademarks, patents, copyrights, and trade secret protections during business transfers

Environmental Laws: CERCLA and state environmental regulations governing environmental liabilities and transfer requirements in business transactions

Contract Laws: Uniform Commercial Code (UCC) and state-specific contract laws governing commercial transactions, including assignment and novation requirements

Industry-Specific Regulations: Sector-specific licensing requirements, regulatory approvals, and transfer restrictions applicable to particular industries

Competition/Antitrust Laws: Sherman Act, Clayton Act, and Federal Trade Commission Act governing competition and monopoly concerns in business transactions

Foreign Investment Laws: CFIUS regulations and export control requirements governing transactions involving foreign buyers or international business transfers

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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