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Buyer blows merger extension deadline, fights $126 million breakup fee

Introduction A seller of a business may want the right to terminate a deal if a more attractive offer comes along; especially if the seller is a public company.  The buyer will often agree to this provided that the seller

Posted in extension of closing, implied covenant of good faith and fair dealing, merger, reverse termination or breakup fee, termination of M&A agreement, termination or breakup fee Tagged with: , , , , ,

Seller of business had no obligation to subordinate its purchase money promissory note to buyer’s bank

Target is a business located in Palo Alto, California, which specializes in the electro-plating of metal components for industrial uses. In the spring of 2014, Seller (the sole owner of all shares in Target) was approached by representatives of companies

Posted in implied covenant of good faith and fair dealing, promissory note, subordination

Employee loses vested stock options upon sale of controlling interest in Employer

Employee is an executive with expertise in revenue cycle management and outsourcing phone calls and business processing services in the healthcare industry. Target is a Tampa, Florida based private company providing healthcare business outsourcing and knowledge process outsourcing services to

Posted in anti-destruction clause, implied covenant of good faith and fair dealing, stock purchase agreement, target's stock options

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