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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 ...
A corporate acquisition can be structured legally as either an "asset purchase" in which the seller sells business assets and liabilities to the buyer, an "equity purchase" in which the buyer purchases equity interests in a target company from one or more selling shareholders or a "merger" in which one legal entity is combined into another ...
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 .
Buy–sell agreement can be in the form of a cross-purchase plan or a repurchase (entity or stock-redemption) plan. For greater neutrality and effectiveness of the buy–sell arrangement, the service of a corporate trustee is recommended. Profit or loss from a buy-sell agreement may trigger tax conquencess and taxable income. [2]
There is also uncertainty regarding which minority shareholders will participate in the sale, which could also have an impact on the final purchase price. [6] The fact that tag-along rights requires tagging shareholders to sell shares "under the same terms and conditions" as the majority shareholders can also be a double-edged sword.
In corporate finance, a Standby Equity Distribution Agreement (SEDA) is a type of share allocation agreement between a company and a share purchaser. It is a form of private placement . A SEDA offers a relatively flexible way of raising capital, allowing companies to further customize their approach to capital and risk management.
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