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An asset purchase agreement (APA) is an agreement between a buyer and a seller that finalizes terms and conditions related to the purchase and sale of a company's assets. [1] [2] It is important to note in an APA transaction, it is not necessary for the buyer to purchase all of the assets of the company. In fact, it is common for a buyer to ...
After due diligence is complete, the parties may proceed to draw up a definitive agreement, known as a "merger agreement", "share purchase agreement," or "asset purchase agreement" depending on the structure of the transaction. Such contracts are typically 80 to 100 pages long and focus on five key types of terms: [16]
The entity disposing, conveying, and selling the assets is referred to as the seller or vendor. [3] A PSA sets out the various rights and obligations of both the buyer and seller, and might also require other documents be executed and recorded in the public records, such as an assignment, deed of trust, or farmout agreement. [4]
In contract law, an integration clause, merger clause, (sometimes, particularly in the United Kingdom, referred to as an entire agreement clause) [1] is a clause in a written contract which declares that contract to be the complete and final agreement between the parties. It is often placed at or towards the end of the contract.
The most common share repurchase method in the United States is the open-market stock repurchase, representing almost 95% of all repurchases. A firm will announce that it will repurchase some shares in the open market from time to time as market conditions dictate and maintains the option of deciding whether, when, and how much to repurchase.
restrictions on transferring shares, or granting security interests over shares; pre-emption rights and rights of first refusal in relation to any shares issued by the company (often called a buy-sell agreement) "tag-along" and "drag-along" rights [a] minority protection provisions [6] control and management of the company, which may include
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