Share Purchase Agreement Ita

If, from the buyer`s point of view, the purchaser collects or acquires shares for less than fair value (calculated on the basis of the method prescribed by the income tax settlement), the difference would be considered income from other sources and the buyer would have to pay taxes accordingly. For physical shares, the transfer of legal ownership is carried out when the shares held by the existing shareholder are confirmed in the name of the purchaser (in the case of transfer of existing shares) as well as the execution of a deed of transfer of shares duly filed or if new certificates of shares are issued by the company to the purchaser (in the case of subscription of new shares). As a result of such mention or exposure, the company`s membership register must also be updated to reflect the name of the purchaser as a member of the company. In the case of dematerialized shares, the right is transferred to the shares with the change recorded in the custodian`s records. Yes, pre-closing (or status quo) agreements are part of agreements, especially those that may result in a possible change in management and control when the transaction is concluded. However, buyers who propose the purchase of smaller shares that may not result in such a change in management and control may also require the obligation to impose certain pre-conclusion pacts. The Contract Act defines misrepresentation as a positive assertion of a fact that is true when the available information does not justify it, although it is considered true. In conclusion, a presentation is therefore a factual assertion of a party on the basis of the available information, which forms the basis of the conclusion of the agreement by the parties. Depending on the understanding between the parties and regulatory and approval requirements, the transaction can be structured either as a simultaneous sign and transaction, or as a two-tiered transaction, in which the agreements are executed on a specified date and the transaction is concluded later after completion or waiver of all preconditions. The consideration usually takes the form of cash and shares.

As long as the minimum price of the subscription or purchase, depending on the case, is in accordance with the price guidelines, the parties are free to negotiate the amount of the consideration for their respective advantage.

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