in this agreement (including the above recitals), in addition to such terms as are defined elsewhere in this agreement, the following terms have the meanings specified in this clause 1: subject to the conditions precedent, the sellers (each as to the shares which such seller owns) agree to sell to the purchaser, and the purchaser hereby agrees to purchase from the sellers, all of the shares with all rights attached or accruing to them at closing, for a price per agz share equal to the agz share price and a price per fa share equal to the fa share price. the sellers, to the extent of their respective powers and authorities as directors, managers or shareholders of the group companies, undertake to procure that, between the date hereof and the closing date, save in so far as agreed upon in writing by the purchaser or contemplated under the terms of this agreement (such agreement not to be unreasonably withheld or delayed), the business will be carried on and the group companies will be managed in the ordinary course and in a prudent and diligent manner (en bon père de famille) and any material adverse change affecting any of the group companies and for which the sellers have knowledge will be notified promptly in writing to the purchaser. except as disclosed in exhibit 10.3.1, none of the group companies is a party to any shareholders’ agreement relating to any group subsidiary. such tangible assets are in a state of use and maintenance which allows the group companies to conduct their respective businesses in their normal course as they are currently carried on. the group companies and the group subsidiaries listed in exhibit 10.3.7 are owners or have the disposal of and the right to use the storage facilities indicated in such exhibit for stocking butane and propane. a true and complete list of all of the insurance policies, and copies of the related certificates, to which the group companies have subscribed or from which they benefit are set forth in or attached to exhibit 10.3.11(a). the group companies have not granted any welfare benefit, and have not executed any compensation agreement outside the norms of their business field, and no current or former employee of a group company benefits from special advantages other than those imposed by law, or the applicable collective bargaining agreements or company agreements referred to in this clause.

download this free share purchase agreement template as a word document to help you negotiate the purchase of shares in a company or organisation b. the seller desires to sell the shares to the purchaser and the purchaser desires to purchase the shares from the seller. b. the purchaser is not bound by any agreement that would prevent any transactions connected with this agreement. 11. any dividends earned by the shares and payable before the closing of this agreement will belong to the seller, and any dividends earned by the shares and payable after the closing of this agreement will belong to the purchaser.