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Management Buyout Agreement
"I need a Management Buyout Agreement for a medium-sized manufacturing company in Lagos, where our 5-person management team will acquire 100% of shares from the current owner for NGN 500 million, with 60% bank financing, to be completed by March 2025."
1. Parties: Identifies the selling shareholders, purchasing management team members, and the target company
2. Background: Sets out the context of the transaction, including current ownership structure and intention to execute management buyout
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Sale and Purchase: Core transaction terms including what is being sold (shares/assets) and the basic agreement to sell and purchase
5. Purchase Price: Details of the consideration, payment structure, and any adjustments
6. Completion: Specifies the completion mechanics, timing, and actions required at completion
7. Conditions Precedent: Conditions that must be satisfied before completion can occur
8. Pre-Completion Obligations: Obligations of all parties between signing and completion
9. Warranties and Representations: Standard warranties from sellers about the business and from buyers about their capacity to complete
10. Limitations on Liability: Caps, time limits and other restrictions on warranty and indemnity claims
11. Post-Completion Obligations: Ongoing obligations after completion, including transition arrangements
12. Confidentiality: Provisions regarding confidential information and announcements
13. Non-Competition and Non-Solicitation: Restrictions on sellers' future competitive activities
14. Boilerplate Provisions: Standard legal provisions including notices, governing law, and dispute resolution
1. Financing Arrangements: Required when external financing is part of the transaction structure
2. Employee Matters: Needed when specific employee arrangements or incentive schemes are part of the buyout
3. Intellectual Property Rights: Important when IP is a significant asset requiring specific treatment
4. Tax Covenant: Required for complex tax arrangements or specific tax indemnities
5. Transitional Services: Needed when sellers will provide ongoing services post-completion
6. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
7. Management Agreement: Required when new management arrangements need to be documented
8. Shareholder Reserved Matters: Needed when sellers retain minority stakes with specific voting rights
1. Schedule 1 - Details of the Company: Corporate information, share capital, and subsidiaries
2. Schedule 2 - Sellers and Shareholdings: Details of current shareholders and their holdings
3. Schedule 3 - Properties: List and details of company properties
4. Schedule 4 - Intellectual Property: Details of IP owned or licensed by the company
5. Schedule 5 - Material Contracts: List and details of key business contracts
6. Schedule 6 - Employees: Key employment terms and employee information
7. Schedule 7 - Completion Requirements: Detailed list of completion deliverables
8. Schedule 8 - Warranties: Full set of warranties given by the sellers
9. Schedule 9 - Tax Covenant: Detailed tax indemnity provisions
10. Appendix A - Form of Resignation Letters: Template resignation letters for outgoing directors
11. Appendix B - Form of Board Minutes: Template board minutes for completion
12. Appendix C - Disclosure Letter: Sellers' disclosures against the warranties
Authors
Manufacturing
Technology
Retail
Professional Services
Healthcare
Energy
Financial Services
Real Estate
Agriculture
Transportation
Education
Construction
Hospitality
Mining
Telecommunications
Legal
Finance
Corporate Development
Executive Leadership
Human Resources
Operations
Risk Management
Compliance
Treasury
Corporate Secretariat
Board of Directors
Mergers and Acquisitions
Chief Executive Officer
Managing Director
Chief Financial Officer
Finance Director
Operations Director
Company Secretary
Legal Counsel
Corporate Lawyer
Investment Banker
Financial Advisor
Business Development Director
Human Resources Director
Board Member
Shareholder
Private Equity Manager
Transaction Advisory Manager
Due Diligence Specialist
Corporate Finance Manager
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