Agreement Of Sale And Purchase Of Shares

Sellers thus waive all rights conferred by transfer restrictions, including pre-emptive rights that may exist in respect of shares that are conferred either by the articles of association, by other constitutional documents of the company, by a shareholder`s agreement, or by other means. 3.3. With regard to the aforementioned condition 3.1 (b), the seller agrees that he disposes of the immovable property under market conditions, that he bears all similar taxes and obligations as well as all costs related to the transfer of the immovable property (including, but not limited to, taxes levied on capital gains, local taxes, B. Stamp duty, transfer duty or registration fee), that the transfer of immovable property involves the transfer of all related liabilities and debts, including loans, financial leasing contracts and security interest, and that immovable property is re-leased to group companies under leasing contracts. Remember that most companies will have common shares, but not all will have preferred shares. Conclusion of the sale and purchase of the shares under the terms of clause 4 The buyer is not obliged to enter into the purchase of any of the shares, unless the purchase of all the shares is concluded at the same time in accordance with this agreement, but the conclusion of the purchase of certain shares does not affect the rights of the buyer with regard to the purchase of the others. This contract can be performed in any number of equivalents, each representing an original at the time of performance and delivery, and all counterparties together form the same agreement. 3.1. The obligations of the seller or [•] concerning the sale and purchase of the shares referred to in clause 2.1 shall be subject to prior compliance with the following conditions: the class of ordinary shares or preferred shares may affect the shareholder`s share in the profit of the company or the amount he receives in the event of liquidation of the company, and whether a shareholder owns voting or non-voting shares; determines whether or not the shareholder has the right to vote.

at general meetings. . . .