The parties to the agreement generally include the seller and the purchaser, although these parties are sometimes mere shell holding companies or have been created for the BSG with no financial history or stability. In such cases, it is important that the essential entities of the awarding entities be added as contractors or guarantors, to ensure that claims are paid after the conclusion and that the commitments made in the agreement are respected. The agreement will serve the party`s intention to extend the investment with the increase. The finished selling price of the shares may be flexible depending on the performance of the target company after the sale. If this is the case, a number of financial statement accounts will be established to show the actual value of the business at the point of sale. In this way, the share price can be adjusted if the transaction does not go as planned. In some cases, it may be necessary for the conclusion of the share purchase agreement to be subject to certain issues, such as .B obtaining tax statements or authorizing the administration, so that, in such a case, a precedent for conditions is normally included in the agreement. If a warranty proves to be false, the buyer will claim a default action against the seller to recover part of the purchase price. A buyer cannot claim a breach of the warranty if the seller has already informed him of the problem.
This is why the seller will make a series of “disclosures” to the buyer at the time of the sale, so that the buyer can assess the nature of the risk and change the purchase price to reflect that. It should never be forgotten that the main purpose of the guarantee is to impose legal liability on the seller and to remedy the buyer`s situation when statements about the target company turn out to be false. As a key component of an GSB, this section of the agreement generally indicates the number of shares to be acquired and indicates the rights, securities and shares of the shares that the purchaser has acquired. This section should also indicate the purchase price of the shares and their down payment (cash, purchaser securities, repurchase of bonds and liabilities, exchange of assets (real estate, private property, IP, etc.) or a combination of the above, as well as the date and place of the transaction. In this context, it should also be indicated whether the execution of the GTS and the closure will occur simultaneously or whether there will be a discrepancy between the execution and the conclusion (a deferred conclusion). Deferred closures are common and may be necessary for a variety of reasons, including the need for various administrative authorizations and authorizations and, in some cases, the purchaser may need time to arrange third-party financing (as may be the case in a private equity scenario). In some cases, whether concurrent or deferred, the full purchase price is not paid at closing, part of which must be paid at certain future events. A share purchase agreement transfers shares between individuals. In the case of a share purchase agreement, the company would not be a party to the agreement.