Short Form Share Purchase Agreement

As currently drafted, this clause does not contain categories of “authorized assignments” in favour of the buyer (e.g. Β transfer of the transfer shares to a subsequent purchaser). This clause prohibits assignment or any other activity concerning the rights of the parties to the contract, unless the written agreement of the other party is available. The buyer, as a shareholder or director, follows in the footsteps of the seller, but employees, contracts, real estate, etc., remain the property of the company. It is therefore not necessary to transfer the company`s assets, so a sale of shares can often be carried out without the participation of third parties. A share purchase is therefore often much more discreet than an asset purchase. As this proposal is an abridged agreement, Clause 11 is an abridged notification provision. If the parties have written down the terms of their agreement, there is a presumption that the written document contains all the terms of the contract. The entire contractual clause is to prevent this presumption from being avoided and also to prevent the courts from finding that the pre-contractual statements constitute an ancillary guarantee, a contract or any other ancillary agreement between the parties. Our contract has also been established on the basis of a non-simultaneous exchange and conclusion, since the exchange of contracts takes place as soon as the parties exchange versions of the contract performed in accordance with clause 14, the completion being carried out on the date of completion (the date on which the buyer pays the consideration to the seller). One of these contracts always means that the exchange and completion can take place both on request, provided that the exchange of contracts and the payment of the consideration by the buyer to the seller take place on the same day. Clause 6.1 (b) (Announcements) – Parties to a share purchase transaction are often concerned about controlling the dissemination of information related to the transaction.

An announcement clause ensures that the transaction is published in an appropriate form and in an agreed manner, preventing any party from making a public announcement without the prior written consent of the other party. Since the buyer inherits a business, buying shares usually carries a much higher risk than buying assets.. . . .