Share Purchase Agreement Bedeutung


The definition and control of behaviour is an important objective of the APP. [1] The buyer must indicate its authority to acquire the asset. The seller must represent his or her power to sell the asset. In addition, the seller declares that the purchase price of the asset corresponds to its value and that the seller does not face financial or legal difficulties. In another example, a SPA is often required in a transaction in which one company acquires another. Since the SPA determines the exact nature of what is being bought and sold, the agreement may allow a company to sell its physical assets to a buyer without selling the naming rights associated with the company. An asset purchase agreement (APA) is an agreement between a buyer and a seller that sets out the conditions for buying and selling a company`s assets. [1] [2] It is important to note, during an APA transaction, that it is not necessary for the buyer to purchase all of the company`s assets. In fact, it is common for a buyer to exclude certain assets in an APA. The provisions of an APA may include payment of the purchase price, monthly payments, instructions and charges on assets, conditions precedent of closing, etc. [3] An APA is different from a share sale agreement (SPA) that also sells business shares, ownership of assets and ownership of liabilities. [2] In an APA, the buyer must select certain assets and avoid redundant assets.

These assets are broken down in a calendar for the APA. The buyer in a SPA buys shares of the company. In this case, the breakdown is not necessary, because the transfer of ownership of the company is done as it is. The APA is the legal mechanism for the implementation of a merger or acquisition of companies. [1] Before a transaction can take place, buyers and sellers negotiate the price of the item for sale and the terms of the transaction. The SPA is a framework for the negotiation process. The SPA is often used during a large purchase, for example. B of a property, or frequent purchases over a given period.

SPAs are used by large listed companies in their supply chains. A SPA can be used when a large number of materials are purchased by a supplier or in the case of a large individual purchase. For example, 1,000 widgets, all delivered at the same time. The National Venture Capital Association states that the main components of a share purchase agreement are the names of the buyer and seller as well as the price and number of shares. Legal text pages often accompany these articles and indicate how the price is determined, how the shares are paid and delivered, the transfer of ownership and the explicit removal of the buyer and seller from any other liability towards the other. The oil and gas industry does not distinguish between an asset and a share purchase when designating the associated sales contract. In this sector, whether it is a purchase of assets or shares, the final agreement is called a purchase and sale agreement (PSA). A share purchase agreement is a business contract. A contract lawyer establishes the agreement, and buyers and sellers sign and date the agreement in the presence of two witnesses.

By signing the share purchase agreement, both parties acknowledge that the sale will be made in this manner at such a price and on specified conditions. SpAs also contains detailed information about the buyer and seller. The agreement records all deposits made prior to negotiations and notes a part of the agreement that has already been complied with. The agreement also specifies when the final sale will take place. A SPA can also serve as a contract for renewable purchases, for example. B a monthly delivery of 100 widgets purchased per month over the course of a year. The purchase/sale price can be fixed in advance, even if the delivery is fixed later or distributed over time. SPAs are being set up to help suppliers and buyers predict demand and costs, and they are becoming increasingly critical as the size of transactions grows. In addition to the flexibility of selling only certain assets and not the entire business, asset sale contracts usually also contain detailed provisions regarding the transfer of the seller`s debts. . . .

Pin It