In the event that all or part of the BSAs are not exercisable and grant the right to a number of new ordinary shares of the Company less than 1,949,587 on the basis of the final payment and the terms of the BSAs, the definitions of the exercise price of the BSA, the AGZ share price and the FA share price, and any other amended definition or provision of this Agreement, shall be amended accordingly. The seller`s representative notified the buyer of the amendment to the First Tier Facilities Agreement of June 26, 2003 relating to the senior debt of January 15, 2004 of January 15, 2004, the receipt of which is recognized by the buyer. When buying all the shares of a company (100% of the shares), it is recommended to use an agreement to buy companies instead. The Company holds, with the exception of the shares held by the directors of Antargaz (as defined below), 100% of the share capital and voting rights of Antargaz. For example, if you and two business partners are all equally involved in a business and a partner wants to resign, a share purchase agreement can be used to buy the shares of the retiring partner. Each Buyer and UGI Corp. have the commercial authority and authority to enter into and perform their respective obligations under this Agreement and any other agreement or document it is required to enter into under this Agreement (the “Ancillary Agreements”) and to complete the Transaction contemplated herein. Until completion, no notice in connection with the existence or subject matter of this Agreement may be made or issued by or on behalf of PAI or Buyer without consulting the other party. This is without prejudice to the legal announcement or circular or regulatory authority or rules of a recognized exchange on which the shares of either party are listed, but the party required to make a notice or circular shall inform the other parties to the extent reasonably possible before complying with such an obligation. Annex 10.3.6(b) contains a true and complete list of real estate lease agreements concluded by Group companies. Subject to disclosure in this Annex 10.3.6(b), no lease agreement (leasing) When drafting a share purchase agreement, it is important to provide details about the shares to be sold, such as. B the type of shares.
Common, Preferred, Voting and Non-Voting are terms that can be used to describe actions. Group companies may not acquire or agree to acquire by merger, consolidation, contribution, acquisition of shares or substantially all of the assets or, except as otherwise provided in Annex 10.3.4 (a), Group companies own assets or rights constituting the intangible, tangible and financial assets (fixed assets) listed in the 2003 financial statements and have no intangible assets as of that date. Resold assets, material or financial assets that do not exist in the ordinary course of business. These tangible capital assets are in a state of use and maintenance that allows the Group companies to conduct their respective activities in their normal course as they are currently managed. These assets (tangible and intangible) are exempt from charges that may devalue their value or use in the conduct of the activities of the group companies concerned, with the exception of those described in Annex 10.3.4(b), and these assets as well as the assets held or used by the Group`s subsidiaries: and the assets used by the Group companies in accordance with the terms of a valid lease or licence agreement, all assets necessary for the execution of the transaction in the form currently carried out. The Group companies have not granted any social benefits and have not concluded a remuneration agreement outside the standards of their field of activity, and no current or former employee of a Group company benefits that are not required by law or by the applicable collective agreements or company agreements referred to in this clause. The share capital of the Company is divided into 35,126,800 shares, with a nominal value of €1 each, held as follows: Obligations under Article 8.2, provided that the directors holding less than 20% of the FA shares do not provide the share transfer forms signed on the balance sheet date for the fa shares in accordance with clause 8.2.1 due to the death of these managers between the date of of this press release and the closing date alone does not allow the buyer to proceed with the completion of the acquisition of the remaining shares. Subject to clause 12, each party shall bear the costs and expenses (including intermediary fees) incurred by it in connection with this Agreement and the Transaction (whether completed or not), as well as all taxes payable by law by that party, provided that (i) Buyer bears all stamp taxes, transfer or registration; payable in connection with this Agreement, the performance of this Agreement and the purchase of the Shares by them, and (ii) the officers will bear their respective pro rata share (as set forth in Appendix 4.2) in the costs of the consultants appointed by PAI as set forth in AGZ Financial`s Shareholders` Agreement. The class of shares, whether ordinary or preferred, may affect the shareholder`s share of the company`s profits or the amount he receives in the event of the liquidation of the company, and whether a shareholder has shares with or without voting rights determines whether or not the shareholder has the right to vote at general meetings. The amount of shares held by a shareholder determines his percentage of ownership of the company and the payment of the dividend to which he is entitled if the company distributes dividends. A dividend payment is money paid to shareholders and usually results from a distribution of a company`s annual profit. A share purchase may provide investors with voting rights and other rights related to the Company`s management decisions.
The agreement determines which party has the final decision-making authority with respect to certain matters related to the management of the business (e.g. B hiring employees). Share purchase agreements are not limited to the exclusive use of shareholders and can be used by any type of investor who wishes to have some control over the operation of a company without coming into force Group companies do not significantly violate applicable labour laws or regulations or collective agreements on personal loans, posting, non-discrimination, health and safety, employee representation, individual contractual relations, working hours or the length of the working week. Keep in mind that most companies will have common shares, but not all preferred shares. Such notice shall be deemed a change in Sellers` representations and warranties for the purposes of clause 6.4, as long as (a) Sellers were not aware of the event, information or matter in question at the time of this publication, (b) the relevant event, information or matter disclosed in this manner is not due to a breach by Sellers of any of their obligations; Obligations or agreements under clause 7 and (c) the relevant event, information or material disclosed in this manner do not constitute a material adverse change. . . .