Process and main contents of enterprise reorganization contract signed

  • Time: 2013-08-01 11:05:02
  • Source: SLEEING
  • Hit: 2506

1, the financing agreement on gambling
The financing party should be comprehensive analysis on the overall strength of market competition environment and the enterprise, make the development plan in the future, resolving financing needs for the future development of enterprises is very important. It should be a rational analysis of their own business strategy, a reasonable assessment of development ability, balance the self accumulation and external acquisition in two ways the advantages and risks.
Once the decision to sign the agreement on gambling, financing needs careful selection of valuation methods and assessment standards. At present, the domestic often take the "book value", "net assets" static evaluation method to assess the value of enterprises, foreign investment institutions are "dynamic adjustment evaluation method", which contains the profitability and growth of multiple standards. Financing needs correct understanding of each other's valuation standards, as far as possible the use of dynamic adjustment according to the performance index evaluation method, reasonable enterprise management status and entrepreneurial ability to set, as far as possible to reduce the risk caused by the enterprise valuation errors.
The core agreement on gambling is gambling on the parties according to their different expectations of future business value of clause design. The agreement on gambling usually relates to business performance, redemption compensation, enterprise behavior, stock issuing and management changes five aspects in terms of. As can be seen, gambling on the agreement of the range is very wide, involving many aspects of the enterprise operation and management. In addition to the "equity" as "chips", a seat on the board of directors, the two round of funding and option option and so on many kinds of ways to bet can also between management and investors. These requirements will control or production and operation of enterprises will have a major impact, enterprises should be fully aware of the legal risks in terms of design, and properly solve.
At the same time, the financing party shall estimate the various risks may arise, and to develop response plans, the lack of corresponding measures to avoid risk, and make the enterprise into more trouble. Such as: using the "game" structure, to ensure that the control right, careful selection of convertible securities, to prevent excessive packaging, setting the termination clause and exclusion clause.
2, assets restructuring agreement
The first meeting of the board of directors of listing Corporation to discuss the material assets reorganization, should be in the meeting of the board of directors of the day or the day before and the corresponding transaction other signed the entry into force of the contract conditions attached. The main contents include: the main contract contracts, the time of signing; transaction prices and pricing basis; payment (or a sub sub pay arrangements or special terms, terms of share issuance); asset delivery or transfer schedule; profit and loss during the transaction price setting reference date to the date of ownership; and property related personnel arrangement; force in terms of the contract and the effect of time; reservation clause, any form of contract with the supplementary agreement and pre condition; liability for breach of contract terms.
3, the debt restructuring agreement
Because the enterprise bankruptcy, creditors generally only get part of their. Debt restructuring ideas get response, creditors will set up an investigation committee accordingly, investigating the situation, and make the debt adjustment plan, to make specific arrangements on debt restructuring. Adjustment programs generally include: sources of debt; debt; debt maturity; request to reduce the amount or proportion of debt.
4, the share transfer agreement
The agreement on the transfer of shares shall include but not limited to the following: the transferor, listing Corporation, the potential transferee company name, legal representative and address; transfer ownership, the quantity and price of the transfer of shares; the transferor, transferee rights and obligations; the share transfer price payment method and duration; share Registrar and transfer conditions modification and termination conditions; agreement; agreement dispute settlement; each party's liability for breach of contract; condition executed agreement.

 

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