Why Use A Stock Purchase Agreement

8.11. Full agreement. This agreement (the concept of which includes exhibitions and schedules as well as other certificates, documents and instruments provided below) constitutes the whole agreement between the parties and replaces all previous agreements, moans and agreements, written and oral, between the parties with respect to the purpose of this agreement. There are no other assurances or guarantees, agreements or agreements than those expressly provided for in this agreement. Before entering into an agreement, a Memorandum of Understanding (MOU) is established to explain the proposed sale. A buyer should have due diligence and ensure that the sales contract has the same conditions as the LOI. 4.3. Capital structure. The company`s authorized share capital consists exclusively of shares – common shares of the company whose shares are issued and pending. All outstanding shares of the velvet company are the property of the seller and are effectively issued, fully paid and not valuable. There is no authorized or pending option, subscription, guarantee, right to purchase (preventive or otherwise), commitment or other agreement that requires the company to transfer shares of the company samtonuroder that are converted into shares of the company or totalized against shares of the company. „guarantee,” any guarantee or other contingencies (except for approval of recovery or formal filing), directly or indirectly in relation to another person`s obligations, by contract or any other form, including, without restriction, (a) any approval or surrender with recourse or commitment that is essentially equivalent to a guarantee related to such obligations or which is entitled to a guarantee , and (b) to a contract (i) , or to provide or provide funds for the payment or purchase of such bonds, (ii) for the purchase, sale or leasing of real estate, products, supplies or transportation or services, in order to enable that other person to pay such an obligation or to insure his owner against losses , regardless of the delivery or non-delivery of the property, or providing resources to that other person to enable him to fulfill a obligation (including liability for a dividend, payment or cash charges) or to ensure a minimum of equity, working capital or any other balance sheet condition in relation to such an obligation. This section is similar to Section 3, although it is the insurance and warranties that come from the buyer`s side.

These two sections are often reflected in each other. Since the buyer most likely pays in cash for the stock, his insurance and guarantees may be more limited than those of the seller. The seller wants to sell the buyer and transfer it to the buyer, and the buyer wishes to acquire and accept from the seller all the shares under the conditions and conditions specified in it. 2.1. Purchase and sale. Subject to the terms and conditions of this Agreement, at the conclusion (as defined in Section 3.1), the seller will sell to the buyer, and the buyer will purchase from the seller all rights, titles and interest on and on the shares, free and free of all links.