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Equity Interest Purchase Agreement
"I need an Equity Interest Purchase Agreement for the acquisition of a 75% stake in an Australian technology company, with completion scheduled for March 2025 and including earn-out provisions based on the target's performance over the following two years."
1. Parties: Identification of buyer, seller(s), and any guarantors
2. Background: Context of the transaction, including description of the target company and purpose of the agreement
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and interpretation rules
4. Sale and Purchase: Core transaction terms including the equity interests being sold and purchase price
5. Purchase Price and Payment: Detailed terms of consideration, payment method, and timing
6. Conditions Precedent: Prerequisites that must be satisfied before completion can occur
7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements
8. Completion: Mechanics of completion, including timing, location, and deliverables
9. Warranties: Seller's warranties regarding the company, business, and sold shares
10. Limitations on Claims: Limitations on warranty claims, including time limits and financial thresholds
11. Tax Indemnity: Specific indemnities relating to tax matters
12. Confidentiality: Obligations regarding confidential information
13. Announcements: Requirements for public announcements about the transaction
14. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
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 management are needed
3. Non-Competition: Include when restraints on seller's future activities are required
4. Restructuring: Necessary when pre-completion corporate restructuring is required
5. Foreign Investment Conditions: Required for transactions involving foreign buyers requiring regulatory approval
6. Intellectual Property Rights: Detailed IP provisions when IP is a crucial asset
7. Transitional Services: Include when post-completion services from seller are required
8. Break Fee: Used in larger transactions where deal certainty is crucial
1. Details of the Company: Corporate information, shareholding structure, and subsidiaries
2. Conditions Precedent: Detailed list of all conditions precedent
3. Completion Obligations: Detailed list of actions and deliverables required at completion
4. Warranties: Comprehensive list of seller's warranties
5. Properties: Details of all real estate owned or leased by the company
6. Intellectual Property: List of all IP rights owned or licensed by the company
7. Material Contracts: Summary of key contracts affecting the business
8. Employees: Details of key employees and their terms of employment
9. Disclosed Matters: Specific disclosures against the warranties
10. Form of Resignation Letters: Template resignation letters for outgoing directors
11. Completion Accounts: Format and principles for preparation of completion accounts
Authors
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Mining and Resources
Retail
Professional Services
Agriculture
Transport and Logistics
Energy
Media and Communications
Construction
Education
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Risk Management
Treasury
Board of Directors
Executive Leadership
Company Secretariat
Business Development
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
M&A Director
Investment Banker
Company Secretary
Financial Controller
Business Development Manager
Corporate Development Director
Risk Manager
Compliance Officer
Finance Director
Managing Director
Board Director
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