You can see here an example agreement for stock subscription for a better understanding. As a key element of an SPA, this section of the agreement generally sets out the number of shares to be acquired and determines the rights, securities and shares acquired by the purchaser in the shares. This section should also indicate the purchase price of the shares and how it is to be paid (cash, buyer`s securities, assumption of debts/liabilities, exchange of assets (real estate, personal property, intellectual property, etc.) or a combination of the above, as well as the time and place of the transaction. In this context, it should also be indicated whether the execution of the SPA and the closing take place simultaneously or whether there is a gap between the execution and the closure (a deferred closure). It would be rare for a choice of law provision to be excluded from a BSV (or other cross-border agreement). 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 second step is to transfer the shares. At the end of the second stage, the buyer becomes the owner of the shares that were part of the sale activity.
This second stage is often referred to as a “colony”. When a company or individual buys or sells shares of the company with another company or person, it must use a share purchase agreement. For example, if a company has two partners, it has the same shares, and one leaves the partnership, a share purchase agreement can be used to buy its shares in the company. If all shares are purchased, a sales contract can be used instead.