But the beauty of the agreement lies in the transaction which governs the agreement. In the case of a direct wire transfer the Seller will give notice to the Purchaser of the bank account particulars at least 5 business days prior to the Closing Date. A stock purchase agreement is an essential legal contract that documents the specific details of an agreement between a purchaser of company shares and the seller and is intended to protect both parties involved in the transaction. Where a shareholder decides to sell part or all the shares it owns in a company, the parties will require a Share Sale and Purchase Agreement. Words in the singular mean and include the plural and vice versa. The shareholder selling their shares is the seller and the party buying the shares is the buyer. A share purchase therefore, is often a lot more discreet than an asset purchase. Contract or Agreement (e.g. Consequently, Acquirer has offered to acquire the Sale Shares from the Sellers and the Sellers have agreed to sell and transfer the said Sale Shares (free from all Encumbrances and together with all rights, title and interest therein on the terms and conditions set forth in this Agreement) to Acquirer for the Purchase … This Agreement contains the entire agreement between the parties. This agreement proves that the … DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of share purchase agreements, see Practice Notes: Brexit—IP completion day impact on private M&A sale and purchase agreements, What does IP completion day mean for contract clauses? Share purchase agreement This is an agreement for the sale of a majority or a minority shareholding in a private company for cash (rather than shares). Scribd is the world's largest … A share purchase agreement is nothing but a legalised contract that works as proof of the transaction between the vendor and the purchaser. The Seller is the owner of record of [Insert number] shares (the “Shares”) of [Insert company] (the “Corporation”). These are documents that are signed when you buy or acquire shares. This Agreement may be executed in counterparts. Here the seller agrees to sell the mentioned number of shares to the buyer at a specific price. The Stock Purchase Agreement ("SPA") is the definitive agreement that finalizes all terms and conditions related to the purchase and sale of the shares of a company. It distinguishes between a sale of all shares of a company and a partial sale. This is usually preceded by: 1. an NDA (Non Disclosure Agreement). The share purchase agreement should very clearly set out what is being sold, to whom and for how much, as well as any other obligations and liabilities. The agreement is proof that the sale and its terms were mutually agreed upon. ABN AMRO Bank et la Deutsche Bank ont signé un contrat de cession d'actions pour New HBU et IFN le 23 décembre 2009. Share Purchase Agreement, Stock Purchase Agreement. Share purchase agreement: Announcements and confidentiality This article of the SPA deals with the making of public announcements and confidentiality. A stock purchase agreement is between a buyer seeking to buy shares of a company for a set price from a seller. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. c. The Seller is the owner in clear title of the Shares and the Shares are free of any lien, encumbrance, security interests, charges, mortgages, pledges, or adverse claim or other restriction that would prevent the transfer of clear title to the Purchaser. This Precedent is a long form share purchase agreement (SPA), for use where the drafter is acting for the seller in a transaction with a single corporate seller and where there are conditions to completion (split exchange and completion). A Share Purchase Agreement form is referred as a vendor and purchaser in contract. This Agreement will not be assigned either in whole or in part by any party to this Agreement without the written consent of the other party. The agreement is specifically for the purchase of shares of stock. Nous utilisons des cookies marketing pour améliorer la pertinence de nos campagnes publicitaires. 5. No liability for debts At completion, the seller of shares will have no liability for the debts of the business, which become the responsibility of the new owners. 8. The specific number of shares are listed in the contract at the stated price. Reprinted from the SKLESI seminar materials: Buying and Selling a Business, May 1994. 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