These definitions are clear and must be adapted to reflect the unique characteristics of each share purchase agreement. A lawyer can check these definitions and advise whether or not they apply in a given situation. A share purchase agreement is the agreement signed by two parties (the company or the shareholders and the purchasers) when shares of a company are bought or sold. 7 minutes read (s) any substantial increase, modification or creation of bonuses, insurance, severance pay, deferred compensation, pension, retirement, profit sharing, participation option, share purchase or other action plan, 4.2. subsidiaries. [The company does not have, directly or indirectly, subsidiaries or owners, nor does it have the right or obligation to acquire, under a contract or otherwise, similar shares, interests or interests in a company, company, joint venture, association, limited liability company, trust or other entity.] (a) (i) All tax returns that must be filed by the company, which have been filed correctly and in a timely manner and all these returns are accurate, accurate and complete on all essential aspects, (ii) none of these returns are now reviewed or reviewed by a public body, (iii) all taxes due or due by the company have been paid in a timely manner; (iv) there is no agreement, waiver or other regulation that provides for an extension of the time limit for the filing of such a declaration or the taxation or collection of such a tax, (v) are not due to criminal, interest or other charges with respect to the late filing of such a declaration or the late payment of such a tax. , vi) there is no pending right or, to the seller`s knowledge, threatened by a public authority in connection with such a tax, (vii) all withholding and payment requirements imposed on the company have been fully complied with and (viii) there are no agreements for attribution, compensation or sharing concerning the company. In this section, the precise conditions of the sale of the stock are clearly defined. This section indicates the language of the seller transferring or selling a certain number of shares to the buyer or buying the buyer from the seller. (d) any declaration, cancellation or payment of a dividend or payment regarding a capital of the company or any withdrawal, purchase or other acquisition of securities of the Company, a letter of intent is made before the agreement is entered into to declare the planned sale. A buyer must have due diligence and must ensure that the sales contract and the MEMORANDUM of understanding have the same conditions. The seller should specifically examine the sales and purchasing sector as well as the area of guarantees and representations.
The sales and purchasing sector should have exactly the same conditions as the MOU. If differences are found, they are likely due to the buyer`s duty of care and must be negotiated before the purchase agreement is concluded. 6.1. Disclosure of certain questions. Any seller and purchaser immediately informs the other parties that an event is occurring or does not occur, which could have the effect (a) that an insurance or guarantee contained in this Agreement is inaccurate or inaccurate at any time from the date of this Agreement until the end date of the agreement. (b) an omission by the seller or purchaser, depending on the case or an officer, a director, employee or representative, to comply with or comply with an agreement, condition or agreement that he or she must comply with or comply with under this Agreement.