the transfer of shares in companies to a new shareholder (also known as a member) whether by sale or gift is very common in uk private companies. it is common practice that before any share purchase agreement is drafted, the parties to the transaction will disclose all of the relevant materials relating to the assets and liabilities of the target company, this is known as due diligence. it is also common to request particulars of all subsidiaries of the company and the company’s interests in other companies, partnerships or businesses.

a draft share purchase agreement is an important document used by companies when buying shares from another company. a share is a unit of ownership in the company. the number of shares held by a shareholder represents the shareholder’s stake in the company. the number of shares and the price would be specified in the share purchase agreement. a letter of intent is formed prior to the share purchase agreement. the shareholder’s terms should be identical to those in the letter of intent.

when two companies decide to merge their activity by the purchase of one company by the other, there are a number of ways they can take, when the two main ones are (1) purchase of shares of the target company (namely, the purchased company) (2) purchase of the activity and/or the assets of the target company (naturally, there are additional ways to perform the transaction by way of merger, which we will not refer to in this article). when dealing with a transaction for the purchase of shares, the shareholders of the target company are a party to the transaction, and they need to approve the sale process, a fact which may thwart or delay the transaction, if there is no agreement by the required majority among the shareholder.

to allow for equitable access to all users, sec reserves the right to limit requests originating from undeclared automated tools. you can also sign up for email updates on the sec open data program, including best practices that make it more efficient to download data, and sec.gov enhancements that may impact scripted downloading processes. for more information, please see the sec’s web site privacy and security policy. thank you for your interest in the u.s. securities and exchange commission.

short-form registration statement means form s-3 or any successor or similar form of registration statement pursuant to which the company may incorporate by reference its filings under the exchange act made after the date of effectiveness of such registration statement. form 10 means the registration statement on form 10 filed by spinco with the sec to effect the registration of spinco shares pursuant to the exchange act in connection with the distribution, as such registration statement may be amended or supplemented from time to time prior to the distribution.

to allow for equitable access to all users, sec reserves the right to limit requests originating from undeclared automated tools. you can also sign up for email updates on the sec open data program, including best practices that make it more efficient to download data, and sec.gov enhancements that may impact scripted downloading processes. for more information, please see the sec’s web site privacy and security policy. thank you for your interest in the u.s. securities and exchange commission.

to allow for equitable access to all users, sec reserves the right to limit requests originating from undeclared automated tools. you can also sign up for email updates on the sec open data program, including best practices that make it more efficient to download data, and sec.gov enhancements that may impact scripted downloading processes. for more information, please see the sec’s web site privacy and security policy. thank you for your interest in the u.s. securities and exchange commission.

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.