11. April 2021
A share purchase agreement (SPA) is the contract that two parties, the buyer and the company or shareholders, written consent is required by law when the shares of the company are bought or sold for any amount in dollars. Although the recitals are not legally binding in this form, they help to explain the fundamental context and structure of the transfer. Parties should be aware of the potential legal effects of the recitals under current state law. For example, under California rules, the alleged facts between the parties to the written agreement are considered „conclusively true.“ The number and type of shares sold (i.e. common and privileged) Parties may set certain conditions in an informal Memorandum of Understanding (ACT). If they are interested in following the agreement, they prepare the primary transaction agreement. This may be a share purchase agreement, an asset purchase agreement or a merger agreement. The buyer can perform due diligence and, if so, could result in an adjustment of purchase prices if he moves forward with the SPA. Buying and selling shares – This section contains transaction details such as the purchase price and number of shares. In this section, you will also find the price and all adjustments to the purchase price as well as all other items that were shared between the parties when the agreement was reached. 5.7.
Buyer`s investment interest rate. The purchaser acquires the shares only for investment purposes and not for the purpose of re-election in connection with a distribution under the Securities Act of 1933 as amended („Law“) or another national securities regulation law, including, but not limited, to that of the State. At present, the purchaser does not intend to share his interest with others, nor to resell, sell, transfer or sell all or part of the shares. The buyer acknowledges that he is acquiring a business when the vehicle for such a purchase is the acquisition of shares and the buyer intends to manage and operate the transaction as a current business. The purchaser conducted an independent investigation of the business and its activities and did not rely on guarantees from the company or seller, unless expressly included in this agreement. All information about the company and the shares requested by the buyer have been made available to the buyer; and the buyer read and verified this information and had the opportunity to discuss this information with this information and to ask questions about this information to senior management and other company representatives.