The formal signing of the acquisition agreement is the concentrated reflection of due diligence, negotiation, merger and acquisition scheme. After several rounds of confrontation and reach a consensus, at the same time, in accordance with the provisions of the audit, evaluation and authority the approval, the formal signing of the acquisition agreement has the sufficient condition. M & a contract should not only pay attention to the integrity of the framework, and to pay special attention to word definition, the main contract, the acquisition target, the statements of the parties and guarantee, price and mode of payment, the liability for breach of contract, debt handling, transitional arrangements, effective conditions, transfer matters, confidentiality and non competition, applicable law and dispute resolution, the termination of the transaction terms the agreement.
1, asset acquisition agreement
In the Target Corp continued operating conditions, will be the best land use of fixed assets, rights and intellectual property rights three asset pricing and inventory shall be unified, pricing mode transfer. Both were signed three transfer of assets and stock assets transfer agreement.
The main clause three asset transfer agreement as follows: background, definition of terms, assets transfer, transfer of assets, both the transferor and transferee guarantee commitment, commitment and assurance, special agreement, transfer of assets transfer, asset transfer certificates and materials, transfer of assets, assets transfer price to pay, on the Licensor's staff, the debt and creditor contract, side of the market and related information transfer, restriction of competition, the liability for breach of contract, dispute resolution, notice, applicable law, text, confidentiality, matters, the signing of the agreement.
The main clause transfer agreement inventory assets and three asset transfer agreement similar. But the transfer of assets, transfer of assets transfer, assets transfer price, assets transfer price, the payment default liability provisions of the contents of a certain difference.
In the acquisition of assets, may also involve some other related protocols. Such as, the target enterprise intends to transfer assets has set mortgages, signed in the transfer of assets agreement before, need to sign the transfer of mortgage assets of three party protocols; after the acquisition of the production and business operation can not lack of contract, need to sign the contract transfer agreement; choice of banking supervision and payment, banking supervision and payment agreement needs to be signed; the target enterprise mortgage the contract is one of the assets transfer price way, must sign the mortgage loan contract transfer protocol.
2, share acquisition agreement
The main provisions of the equity transfer agreement as follows: preface; DEFINITIONS; both sides of the transaction, the target enterprises and the subject of the transaction; the transferor and transferee guarantee commitment, commitment and assurance, Licensor shall make disclosure obligations; Licensor by the target enterprises suffered damages contingent liabilities; benchmark equity; equity transfer price; equity payment of transfer price; right management target of enterprise delivery; matters related to enterprise management objectives right before delivery; registration of industrial and commercial enterprises; prohibition of business strife; the termination of the transaction; confidentiality; cost; liability for breach of contract; application of law; dispute settlement; without force majeure; other agreement; notice; and signed into force; annex.
Increase the merger agreement, the main terms of mergers and acquisitions and equity transfer agreement is similar, but in the assets and liabilities, notice and notice, there are some differences between employee placement.

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