Defined terms are used to simplify a document and clarify certain words, such as “intellectual property rights” or “confidential information,” for example.B. The definition of the terms in the document helps to avoid future quarrels over what they mean. “Interpretations” are important because they clearly show how certain formulations should be interpreted in law. Since the sale of shares is subject to the general rule of “careful buyers,” the law does not offer much protection to the buyer if unexpected debts or problems are brought to light after the sale of the business. In order to protect the buyer from such unforeseen costs, a DSG contains extensive guarantees from the seller, in which it provides statements and commitments on the state of the business and assets of the business, and possibly compensation in favour of the buyer allowing him to recover any losses incurred by the seller. The prior conclusion of alliances generally limits what a seller can do before closing. As a general rule, the agreements granted by the seller are heavier than those of the buyer, as the seller generally retains control of the destination until the transaction is concluded. Since promises to do or not to do certain things, pre-closing agreements are common for transactions with deferred closures in order to protect and preserve the value of the business acquired between the execution of the OSG and the completion of the acquisition. After the stock seller concludes, the seller is not responsible for the company`s debts, which are the responsibility of the new owners. A company has its own legal personality on the part of its boards of directors and shareholders. In comparison, when selling assets, with a few exceptions (for example.
B employees), the seller retains all of the company`s current liabilities, unless he can negotiate with the buyer to take care of them with the company. A share purchase agreement (SPA) is an agreement that defines the terms of sale and purchase of shares of a company. After the conclusion (singing the agreement), there are a few steps that the buyer must take: the shareholder contract is characterized above all by the link between the investor and the company, endowed with different points of view. This agreement is developed on the basis of different rights and obligations of shareholders, most of whom have the relevant views to secure shareholders. On the other hand, the “tag along” clause does not regulate the obligation of the minority shareholder, but a right. If the majority shareholder sells its shares, the minority shareholder has the right to “tag-Along”. They therefore have the right to sell their stake on the same terms as the majority shareholder. Since an investor only wishes to buy a certain number of shares, the minority shareholder may join the agreement on a pro-rata basis, i.e. as a percentage of the share before the sale.
Financial statements are the date on which both parties would effectively discharge their key obligations (delivery of the property and payment of the agreed price) when the agreed terms are met, so that the financial statements are made, i.e. the conclusion of the transaction with the subsequent transfer of the shares.