5.1. The conclusion of the sale and purchase, in accordance with clause 2.1, shall be carried out at the offices of Freshfields Bruckhaus Deringer in Barcelona for at least three (3) working days after the notification referred to in point 3.3 (or on another date agreed by the parties), provided that the condition precedent referred to in point 3.1(d) is fulfilled immediately before completion, if all of the following points are to take place in the defined order: Before the conclusion of the agreement, a memorandum of understanding will be established to explain the proposed sale. A buyer must have due diligence and ensure that the sales contract and the memorandum of understanding have the same conditions. The seller should specifically look at the sales and purchasing section and the guarantees and insurance section. The period of sale and purchase should have exactly the same conditions as the declaration of intent. If differences are found, this is likely due to the buyer`s due diligence and must be negotiated before the share purchase agreement is concluded. The interpretation is covered by the share purchase agreement, which contains definitions of all the terms used in the agreement. The sale and purchase of shares are also listed, covering purchase price adjustments, purchase price and dispute resolution. The guarantees and assurances of the buyer and the seller give all the statements that the buyer and the seller sign and claim to be true. Everything related to employees is also covered, including the terms of their benefits and how the accumulated bonuses are managed. Sometimes the sale is concluded when the share sale contract is signed, and sometimes it will take place later. (Completion is the date on which the shares are transferred.) There are usually two types of classes and shares that define shares.
The most important are voting and non-voting. Voting shares allow the shareholder to give his opinion on the decisions of the board of directors and on the company`s policy. Shareholders who do not have the right to vote cannot vote on changes to the board of directors or on company guidelines. The companies thus waive all rights of pre-emption and any other right of pre-emption imposed on them in respect of the sale of the shares referred to in clause 1.1 in order to allow their acquisition by [*] after closing. If you want to buy or sell a business, a very important question is whether you want to structure the purchase as an asset purchase or a share purchase. Once the pre-sale conditions have been agreed, the buyer and seller (the parties) sign the contract and oblige them to sell. You must then try to comply with the agreed presale conditions, after which the sale is completed. This is often referred to as “shared exchange and conclusion.”. . .