In the case of share sale contracts, the money is always exchanged for the share. What is a share purchase agreement? A share purchase agreement is an essential legal contract intended to document the specific details of an agreement between a stock buyer and the seller and to protect both parties to the transaction. BUYING AND SELLING. Subject to the terms of this Share Purchase Agreement, Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller [NUMBER] [TYPE] shares of the Company (the “Shares”). Seller has the right and authority to enter into and perform the terms of this Agreement, including but not limited to offering, selling and transferring the shares to Buyer, and has taken all necessary steps to do so effectively; and this Agreement, including the Annexes, Annexes and any other agreement between the Parties expressly referred to in this Agreement, together constitute the entire Agreement and Understanding between the Parties concerning undertakings. This Agreement supersedes all prior statements of intent and confidentiality agreements entered into between either party in connection with the transactions referred to in this Agreement. PandaTip: these statements are all warranties of the seller: (a) means that the company has been and officially exists; (b) means that there are no problems between the enterprise and the State in which it was established and that all outstanding requirements have been met; © means that there is no litigation, either to come or at present with the company; (d) means that the seller is the only person holding the shares; (e) means that there is no legal restriction on the shares and that the buyer holds them without restriction at the end of the transfer; (f) means that the seller has the right to sell the shares without an agreement with another person or company; and (g) means that seller has not entered into agreements with other persons that grant rights in the shares to other persons. 12.1. PandaTip: For example, even if the sale is not concluded, neither the buyer nor the seller owes the other a refund for all the fees that were paid in connection with the preparation of this transaction. Companies thus waive all pre-emption rights and any other pre-emption rights imposed on them in respect of the sale of the shares referred to in clause 1.1 in order to allow their acquisition by [•] after closing.
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