The purchase agreement defines certain items the Buyer and Seller may need to physically bring to the closing of the M&A deal (or deliver ahead of time, if the closing is virtual).
Seller’s deliveries may include:
Stock certificates or other documents providing evidence Seller actually owns what she’s selling
Resignations of any or all officers or board members, if Buyer requires that info
Stock books, ledgers, minute books, other corporate records, and corporate seals
Documentation that Seller has complied with all conditions required by the purchase agreement
The company’s articles of incorporation and bylaws
Written documentation that all outstanding options, warrants, or other instruments that can claim ownership in Seller have been extinguished or exercised prior to closing
Written opinions from Seller’s lawyers that all the necessary legal documents are in order
Signatures from both parties for the escrow agreement, confidentiality agreements, noncompetition and non-solicitation agreements, and employment agreements
A closing financial statement (generally as of the close of business from the previous day)
Buyer’s deliveries may involve the following:
The money! This delivery is the single most important one (at least in the eyes of Seller). Buyer brings the money in the form of a wire transfer, not a check.
Some sort of documentation, signed by an authorized officer, that Buyer has performed all necessary due diligence
Approvals by Buyer’s board of directors
Legal opinion by Buyer’s attorney
Signed counterparts to various agreements, including the escrow agreement, noncompetition and non-solicitation agreements, employment agreements, confidentiality agreements, leases, and any other agreement between Buyer and Seller
