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Message: <blockquote data-quote="rachqq" data-source="post: 129551" data-attributes="member: 10950">Q1: Acquiring Immersive would provide Digion with several benefits. Digion is a technology company that provides distributed simulation software to facilitate online game development. Acquiring Immersive, a multiplayer technology start-up, would allow Digion to diversify its product offering and utilise Immersive’s technology to improve its own software.With Digion’s presence in Canada, the US and the UK, acquiring Immersive would enable Digion to gain a foothold in Germany. This is significant as this will give Digion the opportunity to gain access to the Eastern European consumer base and further bolster its global presence.Elena Alyson, Digion’s CEO has also expressed interest in Immersive’s two co-founders, whose experience in game server hosting will provide Digion with vital know-how for future product development.Additionally, should Digion acquire Immersive, Immersive’s popularity among game developers would be shared with Digion. This would increase Digion’s reputation and consequently draw more attention to the company. On this basis, Digion will have the ability to win more clients and increase its revenue as a result of the acquisition.Q2: I would advise that a non-solicitation clause is inserted into the conditions precedent. As a restrictive covenant, the clause would prohibit Immersive and its employees (including Tristan) from soliciting Digion employees for recruitment. The scope and duration of the clause should be carefully negotiated.To retain key employees, I would also advise implementing share options and equity incentivisation.Q3:Clause 5 details the conditions that must be met for the acquisition to proceed. However, these terms are not legally binding until a formal written SPA is entered into.Q4:The scope of the warranties and indemnities should be carefully negotiated and made as clear as possible – the Seller should ensure it is only liable for what it has been made aware of.I would advise implementing liability caps – putting a limit on the types of claims the Buyer can make would reduce the Seller’s liability.I would also advise the Seller to actively participate in the due disclosure process and ensure everything has been disclosed. The Seller will not be made liable for what it has disclosed.Q5:As Digion is headquartered in London, it will want to settle disputes in the country it is based. In addition to convenience, settling disputes in the English courts as opposed to a foreign jurisdiction provides greater legal certainty for Digion. As the US and Canada (where Digion also operates) are also common law jurisdictions, this may make judgments reached by the English courts easier to enforce.</blockquote>

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