A shareholder has the prima facie right to transfer his shares whenever and to whomever he wants. This freedom may, however, be considerably restricted by the provisions contained in the articles. Two common forms of restriction found in the articles of association of private companies are: (a) the provisions that the board of directors should have general or limited power to refuse registration of transfers at its discretion; and (b) reference clauses which are provisions requiring a member to offer its shares to other specific persons such as directors or other members. Ideally, there should be no ex post conditions in a share purchase agreement, but it becomes necessary, although rarely. There are certain authorizations and obligations that are always maintained under the following conditions. However, the buyer should be protected in the event of a breach of any of the following conditions. The agreement defines the key concepts and their meaning for the entire document. It describes how the buyer and seller are mentioned in the document, the importance of the closing date, sufficient working capital, etc. A share purchase agreement is a share sale/purchase agreement. In addition to questions about the reason for the sale of the shares and possible prior sale efforts, it is worth asking fundamental questions about the legal books and the organizational legal structure of the company.
In essence, due diligence is the process in which the target stock buyer reviews the company`s activities, key people, documentation and assets. The process aims to draw the buyer`s attention to the inherent risks that may accompany the purchase of the target shares, but also to justify the value of the investment or purchase price. A third, equally important value of due diligence is to identify any consents that may be required before shares can be transferred (e.g. banks.B, lessors or commercial contracts). This clause is usually very short, but it protects the interests of the buyer, namely that he must obtain good and good ownership of the shares he buys. This is important because it is a written agreement that is binding and reduces misunderstandings between the parties. The ownership of the sellers can be proven by this agreement and this gives confidence to the buyer. The share purchase agreement is used when an organization or individual buys or sells the company`s shares with another person or organization. Finally, we list below, for example, two model clauses that usually appear in the contract for the purchase and sale of shares as representations and guarantees, as they are generally of great importance: Indian laws will be applicable and the courts of the city of the seller`s registered office will have jurisdiction. Provision should be made for the usual standard clauses and clauses, but particular attention should be paid to assignment clauses and the relationship clause which clearly states that the agreement does not create or provide for a particular form of relationship between seller and buyer, unless categorically provided for in the agreement. .