The Company Acquisition Contract is a fundamental document used in mergers and acquisitions transactions in Canada. It serves as the primary agreement between parties when one entity acquires ownership of another company, whether through a share purchase or asset purchase structure. This document must comply with Canadian federal legislation such as the Canada Business Corporations Act and Competition Act, as well as applicable provincial laws. The contract typically includes detailed provisions on purchase price mechanisms, representations and warranties, indemnities, conditions precedent, and closing mechanics. It's particularly important to consider Canadian-specific elements such as competition law thresholds, foreign investment reviews (if applicable), and bilingual requirements in Quebec transactions. The document is essential for both private and public company acquisitions, though public company transactions may require additional securities law compliance.
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1. Parties: Identification of the buyer, seller, and any guarantors or other relevant parties
2. Background: Context of the transaction and brief description of the target company
3. Definitions: Defined terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including what is being sold (shares/assets) and the purchase price
5. Purchase Price and Payment: Detailed breakdown of consideration, payment terms, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before closing
7. Pre-Closing Covenants: Obligations of parties between signing and closing
8. Closing: Mechanics and requirements for completion of the transaction
9. Seller's Warranties: Representations and warranties about the target company and business
10. Buyer's Warranties: Representations and warranties about the buyer's capacity and authority
11. Limitations on Liability: Caps, thresholds, and time limits on warranty claims
12. Tax Matters: Tax-related representations, indemnities, and obligations
13. Confidentiality: Provisions regarding confidential information and announcements
14. General Provisions: Standard boilerplate clauses including governing law, notices, and amendments
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Employee Matters: Required when specific employee arrangements or protections are needed
3. Intellectual Property: Detailed section needed when IP is a crucial asset
4. Real Estate: Required when significant real estate assets are involved
5. Environmental Matters: Needed for businesses with environmental risks or compliance requirements
6. Competition/Antitrust: Required for larger transactions requiring regulatory approval
7. Transitional Services: Used when post-closing services are needed from the seller
8. Foreign Investment Provisions: Required for cross-border transactions
9. Escrow Arrangements: Used when part of the purchase price is held in escrow
10. Break Fee: Included when parties want to specify termination penalties
1. Schedule 1 - Target Company Details: Corporate information, share capital, and subsidiaries
2. Schedule 2 - Properties: List and details of owned and leased properties
3. Schedule 3 - Material Contracts: List and copies of significant agreements
4. Schedule 4 - Intellectual Property: List of IP rights, registrations, and licenses
5. Schedule 5 - Employees: List of employees, terms, and benefits
6. Schedule 6 - Financial Statements: Historical financial information and management accounts
7. Schedule 7 - Tax Matters: Tax returns, assessments, and disputes
8. Schedule 8 - Disclosed Matters: Disclosure against warranties
9. Schedule 9 - Completion Requirements: Detailed closing checklist and deliverables
10. Schedule 10 - Form of Transfer Documents: Ƶ for share transfers and other closing documents
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