This acquisition agreement template has 30 pages and is a MS Word file type listed under our legal agreements documents.
Sample of our acquisition agreement template:
ACQUISITION AGREEMENT This Acquisition Agreement (the "Agreement") is effective [DATE], BETWEEN: [COMPANY NAME] (the "Company"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [PURCHASER NAME] (the "Purchaser"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS The Company operates a business known as [SPECIFY], that engages in the business of providing [SPECIFY] under the service mark [SPECIFY] on the [SPECIFY] (as defined in the Commercial Agreement described below), and selling [DESCRIBE]. The Company desires to sell to Purchaser, and Purchaser desires to purchase from the Company, substantially all of the assets of the [SPECIFY] Business in exchange for: (i) [NUMBER] shares of the Series [SPECIFY] Preferred Stock of Purchaser (the "ACQUISITION SHARES"); and (ii) the assumption by Purchaser of certain enumerated liabilities of the [SPECIFY] Business, in each case all on the terms and conditions set forth in this Agreement. In addition, in consideration for services to be rendered by the Company to Purchaser pursuant to the Operating Agreement (as defined below) in connection with the transfer of the [SPECIFY] Business to Purchaser, Purchaser will issue to the Company [NUMBER] shares of the Series [SPECIFY] Preferred Stock of Purchaser (the "SERVICES SHARES"). The Acquisition Shares and Services Shares are collectively referred to herein as the "TRANSACTION SHARES." The Company, in its own name or in the name of [COMPANY NAME] ("the Company VENTURES"), currently holds [NUMBER] shares of Purchaser Common Stock (the "EXISTING PURCHASER SHARES") and a warrant to purchase an additional [NUMBER] shares of Purchaser Common Stock (the "EXISTING Company WARRANT"). As part of the transactions contemplated by this Agreement and the Commercial Agreement, the Existing Company Warrant will be amended to become exercisable for shares of Purchaser Series [SPECIFY] Preferred Stock (the "WARRANT SHARES") and the expiration date with respect to exercisability of the Existing Company Warrant will be subject to the provisions of the Commercial Agreement. Purchaser shall also grant The Company the right to exchange the Existing Purchaser Shares for a similar number of common-equivalent shares of Purchaser Series [SPECIFY] Preferred Stock. The shares of each series of Purchaser Series [SPECIFY] Preferred Stock (collectively, the "PURCHASER PREFERRED SHARES") will have the rights, preferences and privileges described in the form of the Certificate of Determination attached hereto as Exhibit [SPECIFY] (the "CERTIFICATE OF DETERMINATION"). The Purchaser Preferred Shares may not be sold or otherwise transferred by the Company or any affiliate thereof, although such shares may be converted into shares of Purchaser Common Stock pursuant to the Certificate of Determination, whereupon the shares will only be subject to any applicable transfer restrictions under state and federal securities laws.. The Transaction Shares shall be issued to The Company either (i) in a private placement pursuant to the exemption provided by Section [NUMBER of the [YOUR COUNTRY] Securities [ACT/LAW/RULE], as amended (the "[DATE] ACT") or (ii) pursuant to the exemption from registration provided by Section [SPECIFY] of the [DATE] Act under which the parties will request the [YOUR COUNTRY] Department of Corporations of the State of [STATE/PROVINCE] (the "DEPARTMENT OF CORPORATIONS") to conduct a hearing for the purpose of determining whether the proposed issuance of the Transaction Shares in connection with the transactions contemplated herein is fair, just and equitable (the "FAIRNESS HEARING") and upon such a finding, to grant a permit qualifying such issuance (the "[STATE/PROVINCE] PERMIT"). The shares of Purchaser Common Stock issuable upon conversion of the Purchaser Preferred Shares (the "CONVERSION SHARES") that are not qualified under the [STATE/PROVINCE] Permit shall have all the registration rights set forth in the Registration Rights Agreement in the form attached hereto as Exhibit [SPECIFY] (the "REGISTRATION RIGHTS AGREEMENT"), and regardless of whether the Conversion Shares are qualified under the [STATE/PROVINCE] Permit, such shares shall have the Form [SPECIFY] demand and piggyback registration rights set forth in the Registration Rights Agreement. The Purchaser Preferred Shares held by the Company shall be subject to the voting requirements set forth in that certain Voting Trust Agreement in the form attached hereto as Exhibit [SPECIFY] (the "VOTING TRUST AGREEMENT"), the sole intent of which will be to remove any class voting rights that would otherwise accrue to the Purchaser Preferred Shares. The parties understand that the closing of the transactions contemplated by this Agreement is subject to a number of conditions. Pending the closing of the transactions contemplated under this Agreement, the parties will enter into an Operating Agreement in the form attached hereto as Exhibit [SPECIFY] (the "OPERATING AGREEMENT"), which will be binding upon the parties hereto from the date hereof until the Closing (as defined in Section 1.4) or earlier termination of this Agreement. In connection with this Agreement, the parties are concurrently entering into a Technology License, Distribution, Services and Co-Marketing Agreement in the form attached hereto as Exhibit [SPECIFY] (the "COMMERCIAL AGREEMENT"). The Commercial Agreement, Operating Agreement, Registration Rights Agreement and Voting Trust Agreement are referred to herein as the "ANCILLARY AGREEMENTS." NOW, THEREFORE, in consideration of the above recitals and the mutual covenants hereinafter set forth, Purchaser and THE COMPANY hereby agree as follows: PURCHASE AND SALE OF ASSETS Certain Definitions. As Used In This Agreement [SPECIFY] Assets. The "[SPECIFY] ASSETS" means those tangible and intangible assets, properties and rights that, as of the Closing Date (as defined in Section 1.4), are owned or controlled by the Company or an entity controlled by the Company, are used by the Company or an entity controlled by the Company in the operation and conduct of the [SPECIFY] Business as it is currently conducted and as it is proposed to be conducted following the date hereof and which are set forth on Schedules 1.2(a) through (e) of the [SPECIFY] Assets Letter. As used in this Agreement, the phrase "as it is proposed to be conducted following the date hereof" shall mean the conduct of the [SPECIFY] Business as if it were to be continued in substantially the same manner in which it is currently being run by the Company, except that the party owning the [SPECIFY] Business will be Purchaser and that the volume of transactions processed by the [SPECIFY] Business will be consistent with projections provided by the Company, provided however, that the parties recognize that additional system capacity may be required to accommodate such projections, and provided further, that the parties recognize that no warranty is being made as to whether the anticipated volume of transactions will be met, there is no guarantee that the advertising revenues will not suffer if employees directly involved with the [SPECIFY] Business do not continue their employment after the Effective Date, and the acquisition of additional system capacity is beyond the control of the Company. Intellectual Property
