08 Okt Spa Agreement
If this is the case, lawyers must take these rights into account in the share purchase agreement of the transaction. We can help you define the main business conditions with regard to pricing and the pricing mechanism in preliminary agreements. The first important area indicated in the document is the price and the corresponding conditions: payment methods, forecast or not of deferred payments, variable payments based on the achievement of objectives, currency of payment and circumstances that lead to price adjustments (the final price being based on the balance at the closing date of the agreement). The contract also contains information on whether excess cash is part of the transaction or is taken into account by the seller as a dividend, although this is not necessary for that specific transaction. As a rule, shares are transferred against payment in cash. But it is also possible to pay for equity with shares, benefits in kind or media. The buyer will want to prevent the seller from creating a new competitive activity affecting the value of the business for sale. The sales contract therefore contains restrictive agreements that prevent the seller (for a fixed period and in certain geographical regions) from recruiting existing customers, suppliers or employees and, in general, from competing with the company for sale. These restrictive agreements need to be adapted in terms of geography, scope and duration. . . .