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Message: <blockquote data-quote="trinerin" data-source="post: 129034" data-attributes="member: 26820">Q1.Product Development - At present, Immerisve is recognised as a multi-player technology enterprise. Digion is a platform used by developers to build games and it intends to improve its services by extending its offering to facilitate the creation of products which support large numbers of players in vast gaming environments. The expertise and product offering boasted by Immersive provides a solution to achieving this aim. Client Base & International Presence - Digion has made massive strides in expanding its global presence in that it has now made its mark in the UK, US and Canada. Acquiring Immersive Ltd. presents a valuable opportunity to gain a foothold in the German and broader Eastern European market. With this expansion may come greater investment opportunities and a broader consumer base. Immersive’s existing popularity amongst developers would hopefully be acquired upon the completion of the transaction. Competition Threat -As a start up, Immersive may diversify its product offering as it continues to grow, with a possibility it may enter Digion’s competitive space in the future, either as a rival itself or having been acquired by one of Digion’s existing competitors.Expertise -Successfully acquiring Immersive may lead to the adoption of expert co-founders Leon and Maria who could enrich Digion’s existing resources in terms of know how and product knowledge. This will inject valuable insight into future product development strategies and ensure the multi-player features are built robustly.Q2.I would advise that a non-solicitation clause is inserted into the Acquisition agreement. This would take the form of a covenant which restricts the seller (Immersive Group) and its affiliates (employees such as Tristan) from competing with the target company or the acquired business (Immersive Ltd), and from soliciting employees and customers of the target company or the buyer (Digion), for a period of time after the closing.Q3.<ul> <li data-xf-list-type="ul">To ensure Immersive Ltd. is purchase worthy at the time the acquisition agreement is being finalised, and not just whilst acquisition is being contemplated.</li> <li data-xf-list-type="ul">To safeguard Digion by preventing the acquisition proceeding where it would be impermissible in the eyes of Competition Law and any relevant governing authorise or regulators. </li> <li data-xf-list-type="ul">To guarantee all prerequisite conditions are satisfied so the acquisition cannot be declared null and void after the transactions is deemed to have taken place </li> <li data-xf-list-type="ul">To ensure the transaction, if agreed by both parties, is legally enforceable.</li> </ul>Q4.Argue that this vague and as such liability can be limited to the greatest extent. Q.5Convenience: As a London-based company, Digion may want to sue or be sued in the country in which they are based. Preferred judicial system: Civil litigation systems vary widely and some systems are recognised as being preferable to others depending on whether you are a claimant or defendant. For example, if you are the party most likely to sue (e.g. a purchaser such as Digion or lender) then you will want any dispute to be heard in a jurisdiction which has an efficient judicial system and offers a good range of interim and final remedies. I believe the courts of England and Wales offer this.Enforcement: The state in which any judgment is obtained will affect how easily it can be enforced. The commercial worth of a judgment depends on its enforceability and the location of the defendant's assets needs to be taken into account. Whereas arbitral awards are widely enforceable by virtue of the New York Convention, currently there is no real equivalent for court judgments. As such, contracting parties should always check the enforcement position when deciding on forum.</blockquote>

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