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Purchase Agreement
Shareholders Agreement
Credit Agreement
Employment Agreement
All of the Above
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Bidding price
Asking price
Expiration period
Exclusivity period
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Employment Agreement
Shareholders' Agreement
Purchase Agreement
Credit Agreement
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Employment Agreement
Purchase Agreement
Credit Agreement
Shareholders' Agreement
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A contractual provision stating that the seller of a business is to obtain additional future compensation based on the business prior financial performance.
A contractual provision stating that the buyer of a business is to obtain additional future compensation based on the business achieving certain future financial goals.
A contractual provision stating that the buyer of a business is to obtain additional future compensation based on the business achieving certain future financial goals.
A contractual provision stating that the seller of a business is to obtain additional future compensation based on the business achieving certain future financial goals.
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250
350
150
25000
100
50%
20%
33%
25%
80%
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Increase purchase price
Decrease purchase price
Have no effect on purchase price
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The acquisition of another company using a significant amount of equity to meet the cost of acquisition.
An investment in another company using equity or debt to accelerate the growth of the company.
The purchase of a distressed company's bonds or loans as a means to acquire or control the equity.
The acquisition of another company using a significant amount of borrowed money to meet the cost of acquisition.
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An analysis that examines the ratios and percentages of transactions.
An analysis that examines the ratios and percentages of publicly traded companies.
An analysis that examines the ratios and percentages of comparable bond offerings.
An analysis that examines the ratios and percentages of comparable transactions.
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Acquisition for growth.
Acquisition for cash flow.
Multiple arbitrage.
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Bid price at a premium
Bid price at a discount
Bid price at fair market value
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0.9509
62%
15%
26%
31.0
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Operational efficiencies
Emerging user experiences
Expanded R&D capacity
Scale economics
All of the above
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Common equity.
Preferred equity.
Mezzanine debt.
Senior debt.
Convertible preferred equity.
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Preferred equity.
Convertible preferred equity.
Common equity.
PIK preferred equity.
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Seller Note.
Earnout.
Pledging options in the proforma entity.
Pledge "value" paid-in-kind (e.g. services).
All of the above.
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$200,000
$800
$220,000
$20,00
$880
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$360/share
$112.50/share
$225.00/share
$375/share
$250/share
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11.15%
1115.00%
11150.00%
12400.00%
124.00%
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Forward Triangle Merger.
Reverse Triangle Merger.
Forward-Reverse Rectangle Merger.
Reverse-Forward Circle Merger.
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Forward Triangle Merger.
Reverse Triangle Merger.
Reverse-Forward Rectangle Merger.
Forward-Reverse Circle Merger
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Representations cover only past activity.
Representations cover only current activity.
Representations cover past and current activity.
Representations cover only future activity.
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Strengthen brand
Cost synergies
Operating synergies
Improvements to human capital
All of the above
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Tax savings
Brand enhancements
Product extension
Human capital
R&D enhancements
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Decreased profitability
Increased profitability
No change to profitability
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Internal rate of return
Return on investment
Cash on cash return
Net present value
All of the above
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Accretive
Dilutive
Neutral
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Experience
Licensing
Equipment
Geography
All of the above
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Increase margin
Decrease margin
Keep margin flat with management projections
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Banker's fees.
Legal expense.
Accountancy charges.
Senior debt.
All of the above.
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Preferred equity.
Common equity.
Rollover equity.
Advisory fees.
All of the above.
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Corporate franchises, permits, licenses and local qualifications to do business generally remain intact.
Minimizes third party consents.
No sales tax or bulk sales issues.
Take assets free of liability.
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Take assets free of liabilities unless specifically assumed.
Can select particular corporate assets for purchase.
Does not require shareholder approval unless sale of substantially all assets.
No liability for prior income taxes.
Corporate franchises, licenses, permits and qualifications to do business must be renewed.
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