Buy/Sell Contract LawyerNeufeld Legal P.C. - Christopher Neufeld
BUSINESS BUY / SELL CONTRACT LAWYER
Critical to every sale or purchase of a business, whether the acquisition is by way of its corporate shares or the underlying assets, is the underlying contract that the parties negotiate and enter into. As such, it is imperative that the appropriate buy/sell contract be drafted, such that the true intentions of the parties are addressed and appropriate contractual measures are put in place to resolve problems and settle disputes.
For knowledgeable and experienced legal representation in negotiating, drafting and reviewing buy/sell agreements (whether from the buyer's or seller's perspective), contact buy/sell lawyer Christopher Neufeld at 416-887-9702 / 403-400-4092 or via email at Chris@LawyerContract.ca.
Examplery extract from an asset purchase agreement:
xx. Sale and Purchase of Purchased Assets.
Upon the terms and subject to the conditions set forth herein, at the
Closing, Buyer shall purchase from the Company and the members of the
Company Group all right, title and interest in and to the Purchased
Assets, and the Company shall, and shall cause the members of the
Company Group that own Purchased Assets to sell, transfer, assign and
convey to Buyer, all right, title and interest in, to and under the
assets, properties and other rights (excluding the Excluded Assets)
owned, leased, licensed or used by the Company or the Company Group
primarily in the operation of the Business on the Closing Date
consisting of the following (the “Purchased Assets”), in each case free
and clear of Liens, other than Permitted Exceptions:
Contracts should be made specific to the particular circumstances of the business arrangement, as opposed to simply attempting to rely on a generic template that is not designed to advance your company's financial interests, hence the significance of a contract lawyer drafting your asset purchase or share purchase agreement.
Clauses often seen in a share purchase contracts might include some variant of:
"2. SALE AND PURCHASE OF THE SALE SHARES
Subject to the terms and conditions set forth in this Agreement, each Vendor agrees to sell, assign and transfer to the Purchaser on the Completion Date, severally, but not jointly, and also consents to other Vendors' selling, assigning and transferring to the Purchaser (including waiving any right of first refusal or other restriction thereon), and the Purchaser agrees to purchase from each Vendor on the Completion Date, the number of shares set forth opposite the name of such Vendor under "Owners of the Sale Shares" on Schedule I, Part A hereto.
3.1 The total consideration for the sale by the Vendors of the Sale Shares shall be the allotment and issue by the Purchaser pursuant to the terms of Clause 3.2 to each of the Vendors (or their respective nominees) of such number of Consideration Shares as is set forth next to the name of the respective Vendor (or their respective nominees) in Columns 2 and 3 of Part B of Schedule 1.
3.2 The Consideration Shares shall be allotted and issued as fully paid, validly issued and nonassessable and shall have such rights, preferences and privileges as set forth in the Purchaser's Articles of Incorporation."
Contract Lawyer Christopher Neufeld is a corporate commercial solicitor admitted to practice law in Alberta and Ontario (Canada) and New York (U.S.A.). Christopher's legal practice focuses primarily on business law, in particular corporate commercial transactions and contract drafting and negotiations. Operating from Calgary [705 - 120 Silvercreek Close NW, Calgary, Alberta]; Toronto [1 Yonge Street, Suite 1801, Toronto, Ontario] and Burlington [719 Catalina Crescent, Burlington, Ontario]. For more information on corporate purchase and sale transactions visit MergerAcquisitionLawyer.ca. © 2013.