Share Purchase Agreement Pro-Seller

The conclusion of a transaction of AM generally makes a successful SD investigation and the underlying provision of complete and accurate documents a critical condition at the conclusion of the transaction. The conclusion of a robust SD survey cannot be sufficiently emphasized in most R and D. Target companies generally have a heavy burden to make all the materials requested in this regard available to an investor. Even a seemingly simple ATM, with a small business with limited assets and operations, can be accompanied by large hidden debts. In the past, data rooms were the norm and were located on the premises of the target company or its lawyers, where all categories of requested documents would be filed for consultation. Today, data spaces are generally digital and law firms and other third parties offer internal platforms based on the server or cloud, on which all DD documents are downloaded as much as possible by the seller and his advisors for sorting and inspection by a buyer and his professional advisors (usually lawyers and accountants). Access to this information is generally subject to strict confidentiality obligations and it should therefore be made clear who has access to this information in order to avoid any possible violation of these restrictions. When it comes to buying and selling businesses, one of the easiest ways to transfer ownership is by selling the company`s shares. This is because, while ownership of the business may change, the day-to-day operations of the business continue, with employees, contracts and real estate remaining in the business. At the heart of the BSG is the agreement that the seller sells the shares of the target company and that the buyer buys. Normally, the seller agrees to sell the shares “with a full security guarantee” – this special clause has the effect that the seller directly owns the shares, that he has the right to sell them, that he does whatever is necessary to make the transfer to the buyer, and that the shares are not subject to third-party rights or restrictions.