Class Notes (923,021)
CA (543,044)
Ryerson (30,914)
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CMN 447 (5)
Lecture 2

CMN447 Lecture 2: Drafting a Memo Exercise.pdf

2 Pages
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Department
Communication
Course Code
CMN 447
Professor
Carolyn Meyer

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Drafting a Memo: Share Purchase Agreement
Read the following extract from a share purchase agreement. Then do the exercise below.
5.1 Neither of the Vendors shall (whether alone or jointly with another and
whether directly or indirectly) carry on or be engaged or (except as the
owner for investment of securities dealt in on a stock exchange and not
exceeding 5 per cent in nominal value of the securities of that class) be
interested in any Competing Business during a period of one year after
Completion. For this purpose, Competing Business means a business:
(a) which involves any business carried on by the Company as at
Completion; and
(b) which is carried on within the area in which the Company carries on
business as at Completion.
5.2 Neither of the Vendors shall within a period of two years after Completion,
directly or indirectly, solicit or endeavour to entice away from the
Company, offer employment to or employ, or offer or conclude any
contract for services with, any person who was employed by the Company
at any time during the year prior to Completion.
5.3 Except so far as may be required by law and in such circumstances only
after prior consultation with the Purchaser, neither of the Vendors shall at
any time disclose to any person or use to the detriment of the Company
any trade secret or other confidential information of a technical character
which he or she holds in relation to the Company or its affairs.
5.4 Any provision of this Agreement (or of any agreement or arrangement of
which it forms part) by virtue of which such agreement or arrangement is
subject to registration under the Restrictive Trade Practices Act 1976 shall
only take effect the day after particulars of such agreement or
arrangement have been furnished to the Director General of Fair Trading
pursuant to section 24 of that Act.
6.1 Each of the Vendors:
(a) Represents and warrants to the Purchaser in the terms of the Warranties
and acknowledges that the Purchaser has entered into this Agreement in
reliance upon the Warranties;
(b) Undertakes, without limiting the rights of the Purchaser in any way, if there
is a breach of any Warranty in respect of the Company, to pay in cash to
the Purchaser (or, if so directed by the Purchaser, to the Company) on
demand a sum equal to the aggregate of:
I. the amount which, if received by the Company, would be necessary
to put the Company into the position which would have existed had
there been no breach of the Warranty in question; and
II. all Costs suffered or incurred by the Purchaser or the Company
directly or indirectly, as a result of or in connection with such breach
of warranty;
(c) agrees to waive the benefit of all rights (if any) which he or she may have
against the Company, or any present or former officers or employee of the
Company, on whom the Vendor may have relied in agreeing to any term
of this Agreement or any statement set out in the Disclosure Letter and

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Description
Drafting a Memo: Share Purchase Agreement Read the following extract from a share purchase agreement. Then do the exercise below. 5.1 Neither of the Vendors shall (whether alone or jointly with another and whether directly or indirectly) carry on or be engaged or (except as the owner for investment of securities dealt in on a stock exchange and not exceeding 5 per cent in nominal value of the securities of that class) be interested in any Competing Business during a period of one year after Completion. For this purpose, Competing Business means a business: (a) which involves any business carried on by the Company as at Completion; and (b) which is carried on within the area in which the Company carries on business as at Completion. 5.2 Neither of the Vendors shall within a period of two years after Completion, directly or indirectly, solicit or endeavour to entice away from the Company, offer employment to or employ, or offer or conclude any contract for services with, any person who was employed by the Company at any time during the year prior to Completion. 5.3 Except so far as may be required by law and in such circumstances only after prior consultation with the Purchaser, neither of the Vendors shall at any time disclose to any person or use to the detriment of the Company any trade secret or other confidential information of a technical character which he or she holds in relation to the Company or its affairs. 5.4 Any provision of this Agreement (or of any agreement or arrangement of which it forms part) by virtue of which such agreement or arrangement is subject to registration under the Restrictive Trade Practices Act 1976 shall only take effect the day after particulars of such agreement or arrangement have been furnished to the Director General of Fair Trading pursuant to section 24 of that Act. 6.1 Each of the Vendors: (a) Represents and warrants to the Purchaser in the terms of the Warranties and acknowledges that the Purchaser has entered into this Agreement in reliance upon the Warranties; (b) Undertakes, without limiting the rights of the Purchaser in any way, if there is a breach of any Warranty in respect of the Company, to pay in cash to the Purchaser (or, if so directed by the Purchaser, to the Company) on demand a sum equal to the aggregate of: I. the amount which, if received by the Company, would be necessary to put th
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