Share Purchase Agreement Consideration

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in the event of a seller`s breach of any of the guarantees referred to in subsections 5.1(a) to 5.1 (g), including (including for the avoidance of doubt, an infringement after the closing date, to the extent that it falls on a maturity, omission or agreement before the conclusion), in respect of that seller or its related companies, the seller pays the buyer, upon request, an amount in cash, which corresponds to the amount of a payment or other financial advantage that he or his related undertakings have received from the group company concerned as a result of such an infringement. B. The seller wants to sell the shares to the buyer and the buyer wants to buy the shares from the seller. Taking into account the conclusion of the contract and other valuable considerations whose maintenance and adequacy are recognised, the parties agree as follows: all these conditions constitute important legal elements of the sales contract which should be taken into account when considering the sale of a business. Consulting an M&A advisor on these issues can help your business carry out your business. If you have any questions about this or for transaction assistance, please contact Lutz M&A. In consideration for the sale of the shares in accordance with the terms of this Agreement, buyer shall, in accordance with the terms of this Agreement: any option, royalty (fixed or variable), mortgage, pledge, assignment, seizure, equity, charges, right of acquisition, subscription right, right of pre-emption, retention of title or any other similar right of third parties, or any other guarantee or agreement or agreement to create any of the preceding points ufer is not required to enter into e the purchase of one of the shares, unless the purchase of all the shares is concluded at the same time in accordance with this agreement, but the conclusion of the purchase of certain shares has no influence on the rights of the buyer with regard to the purchase of the others. This Agreement, including introduction and earn-out, is a mechanism used in an M&A transaction where by which a portion of the purchase price is paid based on the occurrence of certain events. This amount is generally calculated on the basis of the performance of the transaction acquired over a specified period after closing.

The sellers agreed to sell to the buyer, and the buyer agreed to buy the shares in the manner and subject to the terms of this agreement. This contract can be performed in any number of equivalents, each representing an original at the time of performance and delivery, and all counterparties together form the same agreement. one. The seller is not recognized as an issuer, insider, related business or associated enterprise of the enterprise within the meaning of the definition or recognition in accordance with applicable securities laws and regulations. b. Except as provided in the company`s governing documents or on the front of the certificates for the shares, the buyer would in no way be prevented or limited from reselling the shares in the future.. . . .