If all parties are Dutch and/or master-Dutch, I recommend opting for a Dutch-speaking buyout agreement rather than a SPA. After the design of the SPA, completion is followed by completion. Or the notarized delivery of the shares. SPA: Payment of the purchase price (initial) This article deals with the payment of the price (purchase) of the SPA. It is important to properly assess a possible salary, billing, subordinated loan, payment method through the notary, etc. Share Purchase Contract: Liability This article of the BSG deals with the consequences for the seller in the event of a violation of the guarantees he grants to the buyer. It makes sense to have a good look. The seller may contractually limit his liability. For the copper sector, again, to look at it critically. And decide how far the buyer wants to go or not with this one. Share purchase contract: damages This share purchase agreement contains all the seller`s compensation (compensation). For example, for known or possible tax issues, the environment or the consequences of ongoing legal proceedings.
Compensation can be important, so it`s important for the seller to take a look at it. The standard provisions of the BSG relate to the purchase price (and payment of) the purchase price, the effective date of the transaction, the possibility of making distributions (updates or adjustments to purchase price), all suspensive and suspensive conditions (previous and post-settlement), the manner in which the parties process the information obtained from due diligence, and the guarantees and allowances that the parties must grant. In the case of a repurchase mechanism based on financial statement accounts, the final purchase price is determined at the time of the actual delivery of the shares. The buyer pays a provisional purchase price based on the latest (design) figures. It is clear from the above that it is important to enter into sufficient and clear agreements within the OSG regarding the (sale) of shares between the seller and the buyer. The client`s wishes and intentions are (partially) leaders. Share purchase contract: security This item of the SPA deals with the possible guarantee by the buyer (z.B. as part of a loan subordinated from the seller to the buyer). Or by the seller (for example. B in the context of bonds or allowances). The most common warranty provisions concern shares, the legal status of the company, the status of the seller, annual documents and financial figures of the company, assets, real estate and rents, taxes, all environmental aspects, employees, pension issues, insurance, intellectual property, ICT, authorizations and licenses, as well as all legal proceedings in which the company is involved. SPA: Completion This item in the share purchase agreement deals with the notarized delivery of the shares on date X.
And what needs to be done to make that conclusion or conclusion happen.