Mergers and Acquisitions (M&A)

  1. Negotiation and Definitive Agreements
    1. The Negotiation Process
      1. Initial Approach and Indication of Interest
        1. Letter of Intent and Term Sheet
          1. Key Negotiating Points
            1. Price and Form of Consideration
              1. Representations and Warranties
                1. Covenants
                  1. Affirmative Covenants
                    1. Negative Covenants
                    2. Closing Conditions
                      1. Termination Rights and Break-up Fees
                        1. Material Adverse Change Clauses
                          1. Indemnification Provisions
                        2. The Definitive Merger Agreement
                          1. Key Sections and Clauses
                            1. Purchase Price Provisions
                              1. Representations and Warranties
                                1. Covenants
                                  1. Conditions Precedent
                                    1. Termination Provisions
                                      1. Indemnification and Escrow
                                    2. Ancillary Agreements
                                      1. Employment Agreements
                                        1. Non-Compete Agreements
                                          1. Escrow Agreements
                                            1. Transition Services Agreements
                                              1. Voting Agreements

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                                            7. Due Diligence

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                                            9. Takeover Tactics and Defenses