The Equity Interest Purchase Agreement is a fundamental document used in Canadian M&A transactions to transfer ownership of shares or other equity interests in a company. It serves as the primary transaction document that captures all material terms and conditions of the deal, including purchase price, payment mechanisms, representations and warranties, and closing conditions. This agreement must comply with Canadian federal and provincial requirements, including corporate law, securities regulations, and tax provisions. It is particularly crucial in private company transactions where shares are not publicly traded and requires careful consideration of jurisdiction-specific elements such as compliance with the Competition Act and Investment Canada Act for larger transactions or those involving foreign buyers. The agreement typically results from extensive negotiations and due diligence, and often includes various schedules and ancillary documents to address specific aspects of the transaction.
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1. Parties: Identification of the buyer(s), seller(s), and the target company
2. Background: Recitals explaining the context and purpose of the transaction
3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement
4. Purchase and Sale: Core transaction terms including the interests being sold and purchase price
5. Purchase Price and Payment: Detailed breakdown of consideration, payment terms, and adjustments
6. Closing: Closing mechanics, timing, and deliverables
7. Seller's Representations and Warranties: Statements of fact and assurances about the seller and target company
8. Buyer's Representations and Warranties: Statements of fact and assurances about the buyer
9. Covenants: Pre-closing and post-closing obligations of the parties
10. Conditions Precedent: Conditions that must be satisfied before closing
11. Indemnification: Rights and obligations regarding compensation for losses
12. Termination: Circumstances under which the agreement can be terminated
13. General Provisions: Standard boilerplate clauses including notices, governing law, etc.
1. Purchase Price Adjustment: Used when the final price will be adjusted based on closing financial statements
2. Earnout Provisions: Include when part of purchase price is contingent on future performance
3. Employee Matters: Required when there are specific arrangements for key employees
4. Tax Matters: Detailed tax provisions for complex tax structures or implications
5. Environmental Matters: Required for companies with significant environmental exposures
6. Intellectual Property: Detailed IP provisions for technology or IP-heavy companies
7. Competition Act Compliance: Required for transactions meeting Competition Act thresholds
8. Investment Canada Act Compliance: Required for foreign buyers meeting ICA thresholds
9. Transition Services: Include when post-closing services are needed from seller
1. Schedule A - Purchased Shares: Details of the equity interests being purchased
2. Schedule B - Purchase Price Calculation: Detailed breakdown of purchase price components
3. Schedule C - Seller's Disclosure Schedule: Exceptions to seller's representations and warranties
4. Schedule D - Required Consents: List of third-party consents needed for closing
5. Schedule E - Material Contracts: List of important contracts affecting the business
6. Schedule F - Real Property: Details of owned and leased real estate
7. Schedule G - Intellectual Property: List of IP assets and registrations
8. Schedule H - Employee Information: Details of employees and benefit plans
9. Schedule I - Closing Deliverables: List of documents required at closing
10. Appendix 1 - Form of Resignation: Template for director/officer resignations
11. Appendix 2 - Form of Release: Template for mutual releases
12. Appendix 3 - Form of Certificate: Template for closing certificates
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