Accession Deed: Definition, Terms, Example
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What is an Accession Deed?
An accession deed is a document that transfers ownership of an entire parcel of land to another person. It can also transfer property from one entity (such as a corporation) to another (for example, from the corporation's president to the company itself).
An accession deed is often used in business transactions such as mergers and acquisitions. If a business considers adding more property or assets to its existing holdings, it may be worth investigating what type of legal agreement will work best and how much money will need to change hands.
Common Sections in Accession Deeds
Below is a list of common sections included in Accession Deeds. These sections are linked to the below sample agreement for you to explore.
Accession Deed Sample
Exhibit 4.5
FORM OF DEED OF ACCESSION
THIS DEED OF ACCESSION (this “Deed”) is made as of the [6th] day of [November], 2010.
BETWEEN:
| (1) | Newsummit Biopharma Holdings Limited, an exempted company incorporated and existing under the laws of Cayman Islands (the “Company”); and |
| (2) | PanAsia Strategy Investment Co., Ltd. (the “New Investor”), a company incorporated and existing under the laws of British Virgin Islands. |
RECITALS:
| (A) | The New Investor, the Company and certain other parties thereto have entered into a Series A Preferred Share Purchase Agreement (the “Share Purchase Agreement”) dated even date herewith, whereby the Company agreed to issue, and the New Investor agreed to subscribe, up to 202,963 Series A Preferred Share of the Company (the “Purchased Shares”) at the purchase price of US$9,854 per Purchased Share; |
| (B) | The Company and certain parties thereto have entered into a Shareholders Agreement (the “Shareholders Agreement”) dated July 23, 2010, which sets out the terms governing the shareholders’ relationship with respect to the Company; |
| (C) | It is a condition to the Closing under the Share Purchase Agreement that the New Investor shall execute and deliver to the Company this Deed of Accession and shall thereby agree to be bound by and be subject to the terms and conditions of the Shareholders Agreement pursuant to this Deed; and |
| (D) | The Company is entering into this Deed on behalf of itself and on behalf of the other Parties to the Shareholders Agreement (other than the New Investor). |
NOW THIS AGREEMENT WITNESSES as follows:
| 1. | Interpretation. In this Agreement, capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Shareholders Agreement. |
| 2. | Covenant. The New Investor hereby covenants to the Company, with respect to itself and as agent for all other persons who are at present or who may hereafter become bound by the Shareholders Agreement, to adhere to and be bound by and subject to all the duties, burdens and obligations of an Investor imposed pursuant to the provisions of the Shareholders Agreement and all documents expressed in writing to be supplemental or ancillary thereto as if the New Investor had been an original party to the Shareholders Agreement. |
| 3. | Enforceability. Each Investor and the Company shall be entitled to enforce the Shareholders Agreement against the New Investor. The New Investor shall be entitled to all rights and benefits of the Investors under the Shareholders Agreement and the Articles in each case as if the New Investor had been an original party to the Shareholders Agreement. |
| 4. | Notice. Any notice required or permitted by the Shareholders Agreement shall be given to the New Investor at the address listed beside the New Investor’s signature below. |
IN WITNESS WHEREOF, this Deed has been executed on the date first above written.
| Newsummit Biopharma Holdings Limited | ||||
| For and on behalf of NEWSUMMIT BIOPHARMA HOLDINGS LIMITED | ||||
| By: | /s/ Ren Jun | |||
| Authorized Signature(s) | ||||
| Name: Ren Jun | ||||
| Title: Director | ||||
| PanAsia Strategy Investment Co., Ltd. | ||||
| For and on behalf of | ||||
| PanAsia Strategy Investment Co., Ltd. | ||||
| By: | /s/ Zhang Qiong | |||
| Authorized Signature(s) | ||||
| Name: Zhang Qiong | ||||
| Title: Director | ||||
| Address: |
Bldg. No. 3, 2558 Yan An Road (W) Shanghai 201103 China | |||
| Fax: | ||||
Reference:
Security Exchange Commission - Edgar Database, EX-4.5 4 d213559dex45.htm DEED OF ACCESSION DATED NOVEMBER 6, 2010, Viewed December 20, 2021, View Source on SEC.
Who Helps With Accession Deeds?
Lawyers with backgrounds working on accession deeds work with clients to help. Do you need help with an accession deed?
Post a project in ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate accession deeds. All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring.
ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.
Meet some of our Accession Deed Lawyers
Brian R.
Brian C. Restivo, the managing member of Restivo Legal, PLLC, has been licensed by the State Bar of Texas and continuously practicing as an attorney since November of 2000. Over these years, he has represented customers across the spectrum - from a Fortune 500 company to individuals - and is seasoned at tailoring his services to the unique needs of each customer.
"Thank you for taking your time to review my contract with me, answer all my questions and for making me comfortable and knowledgeable enough to continue in this land buying process!"
Antonella C.
I am a business transactional & trademark attorney with 15 years experience in the law firm and in-house settings. I am barred in Pennsylvania and New Jersey. I currently own my own practice serving businesses and entrepreneurs with business transactional and IP law.
Kim A.
30 year practitioner. Seasoned but not old. Wide variety of practice areas, including criminal, domestic and civil law.
August 14, 2023
Jacob W.
Background in Engineering, Masters in Business, Licensed Patent Attorney. Reviewed countless title reports, and land contracts. If you have a problem with Real Estate I can solve it.
September 2, 2023
Jeffrey J.
I have been in business development for 15 years before becoming an attorney. As an attorney, I help companies navigate legal challenges that they face.
August 15, 2023
Anthony V.
Anthony M. Verna III, is the managing partner at Verna Law, P.C. With a strong focus on Trademark, Copyright, Domain Names, Entertainment, and Advertising law, Verna Law, P.C. strives to provide all Intellectual Property services a modern business of any size may need to market and promote itself better. From the very early concept stage, Verna Law, P.C. can conduct a comprehensive, all-encompassing search and analysis on any proposed trademark to head off complications. Once the proposed concept enters the Alpha stage, Verna Law, P.C. can seamlessly switch to handling registration, protection, and if needed, defense of registered trademarks, copyrights, and domain names, as well as prosecution of entities violating said rights. Verna Law, P.C. also provides intellectual property counseling and services tailored to fit into your business’ comprehensive growth strategy. This shows as many of Verna Law, P.C.’s clients are international: from China, the United Kingdom, Canada, and Germany, Verna Law’s reach is worldwide. Additionally, Verna Law, P.C., can handle your business’ Entertainment and Advertising law needs by helping your business create advertising and promotions that keep competitors and regulators at bay. Located in the shadow of New York City, Verna Law, P.C. has a global reach that will provide clients with the most vigorous Intellectual Property advocate available. Anthony M. Verna III is a member of the New York and New Jersey Bars, as well as the U.S. District Court Southern District of New York. He is a sought-after business speaker, including regular appearances at the World Board Gaming Championships, Business Marketing Association of New Jersey, and Columbian Lawyers Association.
Cory L.
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