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Share Sale Or Purchase Agreement

Since the buyer inherits a business, buying shares generally carries a much greater risk than buying assets. This justifies the inclusion of necessary safeguards to protect the buyer. Sellers heresy waive any rights, including subscription rights, that may exist with respect to the shares conferred either by the statutes, by other constitutional documents of the company, by the shareholders` pact, or by other means. Shares (or shares) are shares of a company divided among shareholders (also known as shareholders). Even if the guarantees are beneficial, the party that gives them must be able to stick to them. If a buyer acquires shares, all the guarantees given by the seller are given by him personally. The closing of the sale and acquisition of the shares pursuant to the provisions of Clause 4 A common shares is a type of share that is most often held by shareholders. Preferred action is usually a more valuable type of action that can mean different things to a company depending on the creation of the business. Preferred shares often do not have the right to vote. In addition, preferred shareholders generally get priority over profits (or liquidation if they occur) over common shareholders. (g) it has not entered into an agreement or agreement (conditions or not) or has agreed to pay fees, expenses, expenses, taxes or any other amount related to any of the matters covered by this clause 5.1 (a) to 5.1 (f). Companies that offer several types of shares sometimes also have a series (Class A, Class B, Class C, etc.) that may be worth different amounts of money.

For example, 100 Class A common shares may not be of the same value as 100 Class B shares. The purchaser acquires all shares without any charge, as well as all rights related to the shares at the time of conclusion, including, in order to avoid doubts, the preferential share purchase contract A (SPA) is an agreement that sets the terms of the sale and purchase of shares in a company. all know-how, trade secrets and confidential information (in any form), including, but not limited, to financial and technical information, plans, formulas, test or reporting results, project reports and testing methods, information on how a product works, process, invention, improvement or development, guidance and training manuals , operating conditions tables, portfolio and intellectual property strategy information, market forecasts, supplier lists and revenue targets, sales statistics, prices, discounts, margins, future business strategy, tenders, price-sensitive information, market research reports, research and development reports and development reports , as well as any information directly obtained by them. The document requires important information, such as the parties to the transaction. B, the description of the shares, the purchase price (counterpart), the guarantees and the insurance of the parties. , requirements for pre-completion and post-completion. (d) no company in the group makes payments to that seller or any of its related companies with respect to the equity or other securities of a group company that are issued, repaid, purchased or repaid, or any other return on investment; What distinguishes this document from a share purchase agreement is that a share purchase agreement is used in cases where a company sells its shares, while a shareholder of the company sells shares already issued to another party as part of a share sale and sale agreement. The rights of third parties covered in point 6.9 are also governed by clauses 13 (transfer and transfer), 27 (current legislation) and 28 (jurisdiction).