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Lecture 9 - Stock Purchase Agreement prepared by Kirkland...

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Stock Purchase Agreement prepared by Kirkland and Ellis. 1.) Buyer’s counsel prepares agreement (Seller responds) 2.) Negotiation. Ask – -Why did buyer pick specific language?-How does the seller respond? In agreement, Article 2: has the price. How do we figure out price -value of assets -growth potential (needs to generate earnings) -multiple of cash flows (earnings) The buyer wants to put as many conditions as it can. Seller wants no conditions. If you breach a covenant you get sued. Reps (representation) ties into the conditions to close. Page 37: “We’re in conditions to closing.” Look at 3:1.A Reps are true on the day you sign and close (w/o taking into account disclosure on pg. 56) Page 56: Look at Representation: “The last Rep made by the seller says that the above will be true on the closing date, unless I tell you otherwise in writing.” The buyer is saying I came up with a price based on the information you gave me this is true if not it’s a different game.
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