Share purchase
A share repurchase right is a term to a financial contract generally offering the right's holder the option, but not the obligation, to purchase or repurchase a predetermined number of shares at a predetermined price. This is similar to a stock option or warrant on a stock. These rights are typically distributed to existing shareholders, who have the ability to trade these rights on an exchange. Share purchase rights only give shareholders the ability to purchase the shares, but they must still pay for the shares to redeem the rights. Similar to a preemptive right, a share repurchase right may carry a certain amount of weight with investors who don't want their equity investment in an entity "diluted" by the expansion of a business's equity base.
How to Buy Stocks
Exhibit 2. Carey Agri International Poland Sp. Bokserska 66A, represented by Mr. Evangelos Evangelou and Mr.
Ewa Maria Pabianski, residing in Kalisz at ul. Szeroka , holder of the Polish identity document No. ACW , represented by Mr. The power of attorney granted to Mr.
Piotr Pabianski constitutes Schedule 1. PLN 2,, Ewa Maria Pabianska:. Bank Handlowy w Warszawie S. An excerpt from the current share ledger signed by the Management Board of the Company is attached hereto as Schedule 4. The shares have been duly issued and subscribed for or acquired by the Seller. The Company has duly filed all tax and social security contribution returns, including but not limited to those relating to income tax and tax on goods and services VAT , excise duty, wage tax and social security contributions, and paid any and all amounts which were or are due before or upon the signature hereof.
There is no outstanding tax or social security contribution to be paid by the Company or its shareholders. Agreements executed by the Company are enforceable and legally binding. The list of tenancy lease agreements concerning real properties currently in force is attached hereto as Schedule There exist no other encumbrances on Real Property KW To the Buyer:.
Bokserska 66A,. Fax: 22 18 Attention of Mr. William V. To the Seller:. Piotr Pabianski. Szeroka Fax: Evangelos Evangelou. Neil Crook. The Buyer agreed to purchase the Shares in the Company, provided, in particular, that they are free and clear of any encumbrances and rights of third parties and that the Company is not the owner or perpetual usufructuary of any real properties. Skarszewska 2, of the area of square metres, for which the District Court in Kalisz maintains land and mortgage register KW ;.
The Seller hereby represents that he sells the Shares to the Buyer for the price set forth in Item 3. The transfer of the Series A Shares and Series B Shares to the Buyer, together with the transfer of possession of these Shares to the Buyer shall be effected at the moment of execution of this Agreement.
The Parties mutually represent that in connection with the pledge established on the Shares, Series B shares are held by the Buyer in dependant possession. The price for the Shares shall be paid in accordance with Item 3. The Shares shall be transferred to the Buyer together with all rights underlying the Shares, free and clear of any pledges except for pledge established in favour of the Buyer , liens, obligations or rights of third parties.
In particular, upon the transfer of the Shares to the Buyer, the right to profit in the Company for and for previous years shall be transferred to the Buyer. The Buyer shall notify the Company of the purchase of the Shares and the establishment of dominant relationship.
The Price for the Shares shall be equal to the product of the number of Shares and the price per Share. The total price for all the Shares shall amount to 6,, six million four hundred fifty thousand. Considering existing debts of Mr. Piotr Pabianski towards third parties, the Parties agree that immediately after the transfer of the Shares to the Buyer, together with the transfer of possession of the Shares, the Buyer shall pay the Price for the Shares to the Seller, by wire transfer to the following bank accounts designated by the Seller:.
PLN , Piotr Pabianski :. The Seller hereby represents and warrants to the Buyer that each of the representations and warranties specified below is true, accurate and fair:. The Company has been duly organized and validly exists under the laws of the Republic of Poland.
The current excerpt from the National court Register is attached as Schedule 2 to this Agreement. The share capital of the Company amounts to PLN , two hundred four thousand and eighty and is divided into Each share gives the right to one vote at the General Meeting of the Company.
All Shares are owned by the Seller. There is no other. The Shares have been fully paid up and are free and clear of any pledges, encumbrances, obligations and rights of third parties, except for pledge established in favour of the Buyer.
The documents confirming expiration of the above pledges are attached in Schedule 5. There are no restrictions or limitations on the transferability of the Shares. The transfer of the Shares to the Buyer shall not give a legal reason to any third party to terminate any agreements to which the Company is a party. The Seller shall have the power and authority to sign this Agreement and to execute the transaction contemplated hereby.
The performance of this Agreement and of the obligations set forth herein shall not result in violation of any law, any contract to which the Seller is a party or by which he or his property may be bound, any judgment of any court, or any permit or approval of any governmental agency. This Agreement constitutes a valid and legally binding obligation of the Seller, enforceable in accordance with its terms.
Except for the claim for payment of the Price for the Shares, the Seller shall waive any claims against the Shares or the assets of the Company.
Series B Shares were duly subscribed for, and the increase in the share capital was duly registered by the competent court. The Company does not have any obligations towards its former or existing shareholders. There exist no obligations towards third parties for which the Company would be liable. Holders of commercial power of attorney of the Company, i. Waldemar Teklak and Mr.
The tax inspections carried out in the Company have not disclosed any irregularities. The Company timely pays all its tax obligations. Certificates issued by the competent Tax Office and the Social Security Office ZUS on no arrears of the Company in payment of any taxes of social security contributions are attached hereto as Schedule 6.
Except for the litigation listed in Schedule 7 , as of 13 November the Company is not a party in any civil law proceedings, no proceedings are pending or expected by the Company including court, enforcement, arbitration, injunction, tax, administrative, bankruptcy or arrangement proceedings or others.
As of 13 November the value of claims pursued by the Company from other entities does not exceed PLN 6. As of 13 November the value of claims pursued against the Company by other persons in civil law proceedings does not exceed PLN , The Company has not executed any loan agreements and does not use any loans, except for loans extended by Bank Handlowy w Warszawie S. The current total indebtedness of the Company under the above loan agreements amounts to PLN 4,, The Company has not issued any promissory notes or cheques other than those specified in Schedule 8 hereto.
The Company has not executed any agreements on assignment of its receivables, collateral transfer of ownership or any agreements on establishment of a pledge, including registered pledge, other than the agreements listed in Schedule 9 hereto. The Company is not a party to any agreement on co-operation of distributors of alcoholic beverages. The Company is a party to 32 thirty two agreements on leasing of transportation vehicles as listed in Schedule 10 hereto.
The Company duly performs its obligations under the agreements. No proceedings have been instituted, aimed at satisfying any creditor in connection with any asset of the Company covered by the security. The Company holds full rights to its assets and property. No petition in bankruptcy has been filed against the Company and no arrangement proceedings or proceedings for compulsory management under Article of the Code of Civil Procedure have been instituted, and no receiver referred to in Article 27 of the Law on Registered Pledge was appointed for the operations of the Company.
The Company received the following permits for wholesale of alcoholic beverages currently in force :. The Company does not violate the terms and conditions of permits listed in the preceding item. In particular, the Company is not involved in trade in alcoholic beverages in locations not listed in the aforementioned permits, and duly pays all fees due on the above permits. The Company does not have any overdue payments to its employees. Except for claims reported in pending civil law proceedings concerning remuneration for overtime work and damages for ungrounded in the opinion of claimants termination of employment contracts for the total amount not higher than PLN , No proceedings are pending in connection with the existing or former shareholders of the Company or members of its Management Board or the Supervisory Board.
The Company is not an owner co-owner or perpetual usufructuary co-usufructuary of any real property. The documents confirming the above disposals shall be attached to this Agreement as soon as possible. The mortgage of PLN 3,, three million five hundred thousand entered in land and mortgage register Kw as security of repayment of the. The Company is not a party to any agreements or transactions with entities related to the Company or with its current or former shareholders, and has not executed any agreements on provision of services with related entities, members of family, relatives or next of kin of the above entities, except for the loan agreement executed with the Seller loan of PLN 3,, and the loan agreement executed with Prohibicja S.
Documents confirming the above sales are included in Schedule The Seller is aware that the Buyer enters into this Agreement based on the assumption that the above representations and warranties are complete, fair, accurate and fully true. In case of gross violation of any of the representations and warranties set forth hereinabove or any other obligations of the Seller, the Seller shall pay the Buyer or the Company a contractual penalty amounting to twice the value of the Price for the Shares.
The Buyer or the Company shall have the right to claim damages exceeding the contractual penalty, on general terms. Carey Agri has been duly organised and validly exists under the laws of Poland and has the right to execute the transaction contemplated hereby. The performance of this Agreement and of the obligations set forth herein have been duly authorized by the Buyer and shall not result in violation of any law, or any contract to which the Buyer is a party, or any judgment of any court, or any permit or approval of any governmental agency.
This Agreement constitutes a valid and legally binding obligation of the Buyer, enforceable in accordance with its terms. Each Party shall keep confidential all information contained in this Agreement.
If you are buying or selling shares in a company then find a specialist solicitor to help you draft your share purchase agreement. Share purchase agreements set out terms for selling a business. Use a SPA if you want to sell all assets & liabilities. Read this guide to find out more.
A share purchase agreement is drawn up to sell shares in a company to a named party. Where the buyer is itself a corporate body the purchased company would become a subsidiary. It is often a requirement of the purchaser that the seller remain involved with the company during the transition period. The agreement may also contain restrictive covenants, eg.
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Achieving this is not easy, but you have to start somewhere. Investing in shares online is one of the best ways to reach this goal.
Share Purchase Agreement FAQ - United States
Share Purchase Agreements SPA come in different colors and shapes — long, short, detailed, complicated, conditional, two or multi-party. One common thread is the need to make SPAs balanced and most importantly, enforceable. While keeping in mind the fundamentals of the transaction, a lawyer needs to prioritise the business aspects while ensuring that the legal points are not relegated to footnotes. Over the years, thousands of SPAs that have been executed, but the perfect completely error free agreement eludes us all, despite the hundreds of years of collective experience in this field. Some of the essential features of a classic textbook document are discussed below for a better understanding of the topics that need to be covered while drafting an SPA. Parties to the agreement generally comprise the seller and the acquirer, though at times, these parties are mere shell holding companies or incorporated just for the SPA with no financial history or stability.
How to buy shares online
When investors purchase shares of stock, the price paid includes two components: the price of the stock and the fee charged by the brokerage firm, called commission. The price of a share of stock is determined in one of two ways. If the stock is newly issued, it can only be purchased on the primary market for a non-negotiable price set by the issuing entity. It issues a predetermined number of shares at this set price for a limited amount of time. Any buying and selling of shares not related to an IPO takes place on the secondary market, where investor sentiment and market psychology determine the stock price. The second component of a share purchase price is the broker commission. Either way, these middlemen only facilitate trades for a fee. Brokerage fees vary from broker to broker.
Exhibit 2. Carey Agri International Poland Sp.
A Share Purchase Agreement is a sales agreement to be used to transfer and assign ownership shares of stock in a corporation. A corporation can redeem shares by repurchasing them from existing shareholders Share Repurchase Agreement and placing the shares back in the Corporation's name. This is done mostly by established Corporations. It is usually only done where the Corporation has enough cash to make the purchase while still covering operating expenses.
Share Purchase Rights
The Share Purchase Sample Clauses. Download PDF. Google Docs. Share Email. The Share Purchase. Exemption from Registration. Monkey and Nissi intend that the issuance of the Purchased Shares to Nissi shall be exempt from the registration requirements of the Securities Act pursuant to Section 4 2 of the Securities Act and the rules and regulations promulgated thereunder. Sample 1. Sample 2. Sample 3. Save Loading The Funds shall deliver to the Company share certificates representing all of the Sale Shares, fully endorsed or with appropriate stock powers in form sufficient for transfer of such shares to the Company, and a true and complete copy of the resolutions duly and validly adopted by the Board of Directors and the Members of each Fund authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. The Company shall pay to the Funds the Purchase Price by wire transfer of immediately available funds to an account or accounts designated by the Funds in writing at least two business days prior to the Closing Date.
Share purchase by Yara Management
A Share purchase agreement SPA is an agreement setting out the terms and conditions relating to the sale and purchase of shares in a company. None of the existing contracts with the company change. If a shareholder sells his shares in a company, then he achieves a complete break in the relationship between him and the target business. The buyer however, will insist upon some contractual promises about the company warranties which will continue to bind the shareholder after the sale. Once the shares in the target business have been transferred, ownership will pass to the buyer.
