What is This Template about?
This template is an official legal binding between two firms where one company (Vendor Company) undertakes to transfer all its assets and business to another company (Purchasing Company) under a process of amalgamation.
The document outlines the terms, conditions, procedures and process through which sale and transfer of the business will be made along with its mode of payment (cash/shares), schedule, liabilities/contracts and roles and responsibilities.
How Can One Use It?
The application of this agreement occurs in case of:
- One of the companies wishes to leave the market or to merge with a more powerful company.
- There is an agreement between the companies to merge resources or businesses into one entity either due to operational, financial or strategic purposes.
- It is a strategic acquisition or takeover where the property and venture (nevertheless not the corporate identity) of one company are acquired by another.
In Which Fields Can It Be Applied?
Those who can use this template include:
- The Private Limited Companies
- Public limited Companies
- Trustee companies who are being covered by Companies Act, 1956 or 2013 (as amended accordingly)
It is submitted under the process of amalgamation including the endorsements of:
- Shareholders
- Board of directors
- Regulatory authorities (e.g. NCLT, SEBI, ROC depending upon the type of the company)
What is the Meaning of Application of Adjournment?
Simple Definition – An application to adjourn (or motion to continue) is a legal request to delay a planned hearing or meeting to a future date.
Why Is It Filed?
Lack of or sickness of major participants
Want to take more preparation time or documents
There is also the waiting period of another legal process to end
Example:
In case the NCLT (Tribunal) has stipulated a date to approve this amalgamation and the lawyer of one of the parties is admitted to hospital, then such lawyer may apply seeking adjournment in which he requests postponement of the hearing to a later date.