• Advising on the most efficient and regulatory compliant acquisition structure;
• Conducting legal due diligence on Powerupcloud Technologies Private Limited;
• Drafting, negotiating and finalizing the transaction documents; and
• Assisting with execution and corporate compliances.

Khaitan & Co is now assisting LTI on ongoing closing formalities. The purchase consideration to be paid to the sellers immediately on closing is subject to a working capital adjustment. Further, a locked-box mechanism was also employed while calculating the purchase consideration to be paid on the Closing Date. The earn-out payments are to be disbursed over multiple tranches to various sellers at different time periods. The share purchase agreement provides a detailed mechanism to compute the EBITDA and revenue-based performance milestones, the quantum of earn-out payment to be disbursed to the sellers. Further, the sellers were also eligible for an overachievement performance bonus based on the achievement of Revenue Targets. Such Revenue Targets are prone to revision depending on the market trends. The final agreed transaction structure is best suited for the parties from a business as well as a commercial perspective. Niren Patel (Partner), Aayush Misra (Principal Associate), Shubhi Pahwa (Associate), Kriti Gangwar (Associate) and Saranya Mishra (Associate).