Clause 6.2.1 provides that the seller`s maximum liability under this Agreement for all aggregated claims is the purchase price. However, there is an exception for breaches of the guarantees referred to in paragraph 1 of Annex 4 (concerning ownership of shares and power to sell). Once you have acquired access to the corresponding document folder, click on the „Download Document“ button below. You are asked what you want to do with the file. It is recommended that you save the document in the location of your choice before viewing it. Legal Due Diligence is part of the due diligence period before the submission of the mandatory offer. It involves a comprehensive review of a company`s external and internal legal relationships. All essential contacts, such as supplier and customer agreements, employment contracts as well as ongoing disputes and litigation, will be subject to a detailed analysis. The share purchase agreement is a legal document defining the conditions under which the shares are transferred to a company. It distinguishes between a transfer of all the shares in a company and a partial transfer. There are at least two parties to this agreement: a selling company holding the ownership rights to the shares and a buying company.
As a rule, shares are transferred against payment in cash. But it is also possible to pay for equity with shares, benefits in kind or media. When a company is composed of several shareholders, there is usually a shareholders` agreement. These agreements define the rights and obligations of shareholders. In most cases, they contain certain rights related to the exit of a shareholder. If this is the case, lawyers must take these rights into account in the share purchase agreement of the transaction. In M&A transactions, lawyers have two main tasks: the implementation of legal due diligence and the organization of sales contracts. (e) no administrative tax or tax of any kind has been paid to that seller or to any of its affiliates by any of the group undertakings, and no administrative, advice, service or other fees or remuneration have been paid by any of the group undertakings to that seller or to any of its affiliated undertakings; Once the shares of the target transaction have been transferred to a new property, ownership is transferred to the buyer. It is very likely that the new owner of the company`s shares will be able to appoint new accountants, key agents and directors. The buyer may also choose to remove certain officers. If so, it should be indicated in the SPA and must be approved by all parties.
12.1. The Seller cannot and will not ensure that none of its close parties is sued, or engaged or concerned in Spain, in any capacity whatsoever, whether alone or jointly with another, or directly or indirectly (whether under the name [•] or a name that may or may not be confused with it, or (except as an owner for the investment of securities); which are traded on an exchange and do not exceed 5%. for example, in the nominal value of securities in this category), in one way or another, be interested in an equivalent or similar transaction or likely to be in competition with all or part of the activity currently carried out by the companies[•] or the group [•]. Some buyers may only be interested in acquiring exclusive ownership of a business. If the target is made up of several shareholders, some may not want to sell their shares. In this case, moving to the right might be useful. It allows majority shareholders to force the minority shareholder – or „shoot“, to also sell his shares. . . .