Sometimes the sale is concluded when the share sale contract is signed, and sometimes it will take place later. (Completion is the date on which the shares are transferred.) Regardless of the expected completion date, the agreement normally specifies when completion will take place and what the parties should do once completed. If only part of the company`s shares are sold and not all, the buyer would normally have to enter into a shareholder agreement with the existing shareholder(s). This is usually done through an instrument of accession (under which the buyer is bound by an existing agreement) or through the creation of a new shareholders` agreement. There are two types of share sale contracts. The first is where all the shares of a company are sold. The second, where only a few are sold. This article outlines the basics of both types of agreements. This article summarizes the main types of provisions you will likely find in a share sale agreement, but of course there will be others, including provisions specific to your circumstances. When all the shares of the company are sold, the agreement normally contains provisions intended to prevent the seller: a share purchase agreement also contains payment details, for example. B if a deposit is required, when full payment is due and the closing date of the agreement. Subject to the terms of this Agreement, the Seller sells the Shares as the absolute owner [•] and [•] buys the Shares from the Seller.
Warranties in the latter category may cover a number of aspects of the business. For example, there are often guarantees on accounts, taxes, assets, key contracts of the company that there is no litigation, that the sale of shares does not violate contracts, etc. While it is normal (and advisable) for a buyer to ask for warranties and indemnities from the seller, it is also normal (and advisable) for the seller to try to qualify them. (You can read our tips for buyers here and our tips for sellers here.) Shares (or shares) are ownership shares in a company that are distributed among shareholders (also called shareholders). 12.6. The restrictive agreements set out in clauses 12.1, 12.2 and 12.3 apply up to two years after the date of termination of the seller`s employment contract (or if the seller continues to provide services after such dismissal, is an employee or director of the companies, [•] or of a group company [•] up to two years from the date on which he ceases: To provide services or to be an employee or director of companies, [•] or a group company [•]. This is an example of a purchase and purchase agreement on company shares, with a price adjustment mechanism after a period of checks and some guarantees on the company`s situation. .