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This agreement regulates the purchase and sale of shares in a company. It regulates important matters like the purchase price, payment details, transfer mechanisms, confidentiality, dispute resolution. This particular agreement includes a restraint of trade in terms whereof the seller of the shares undertakes to not compete with the Company.. If the seller remains a shareholder in the company, or if there is more than one shareholder in the company after the transaction, please remember that it is critical to also conclude a proper shareholders agreement (which should also be supported by a new Memorandum of Incorporation).
If you are purchasing or selling an interest in a close corporation, then this is the correct document for you. Much like the purchase and sale of shares in a company, these can be complex transactions that are often prone to disputes. A written agreement regulating matters like the purchase price, payment details, confidentiality, dispute resolution, etc is critical.
If you are purchasing (or selling) a business, it is critical that you conclude a written agreement. This agreement ticks the boxes and also includes a restraint of trade in terms whereof the seller of the shares undertakes to not compete with the Company.
Profit incentive policies are often undocumented and this can lead to serious disputes down the line. These disputes can include the manner of calculation of the incentive scheme, or (for example) the taxation related aspects. We strongly recommend that a written profit incentive policy is put in place.
If a third party stands in for the debt of (for example) a company, then that constitute a suretyship. If the suretyship undertaking is supported by a pledge of shares, then this is the correct document for you. Importantly, the pledge must be accompanied by the pledgee actually holding the share certificate.
Pledging shares as security for a debt can be a complex matter. In addition to concluding a binding agreement, the pledgee must actually receive the original share certificate for safe keeping.
When appointing a non-executive director – it is strongly recommended that a written contract is put in place. This ensures that the non-executive director’s obligations are outlined, that the termination provisions are clear and that the remuneration is properly documented.
If an agent is appointed to sell a business, you would typically want to provide for a written mandate that regulates the terms and conditions that apply, the obligations of the agent and the remuneration mechanism.
If you are purchasing a business or even the shares in a company, you need to conduct a due dliligence. The due diligence checklist is a comprehensive list of the items that you typically need to investigate in properly assessing the affairs of the company.
This agreement provides for the cession of a contract from one party to another. If the contract incorporates obligations by the cedent and/or if the contract itself precludes a cession in the absence of the consent of the cessionary, then a written cession of the agreement is required.