Signing
The execution of the share purchase agreement, by which the parties become contractually bound; the transfer itself follows at closing.
At signing the parties execute the share purchase agreement and thereby enter into a binding contractual obligation. The actual transfer of title, however, only takes place at closing. Between the two steps lies the so-called interim period, during which the conditions precedent must be satisfied.
Separating signing and closing in time is necessary when regulatory clearances (for example merger control) or third-party consents must still be obtained before completion. For the interim period the agreement sets out conduct-of-business undertakings by the seller and frequently a MAC clause as a right to withdraw on a material adverse change.
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This explanation gives a general overview of Austrian law and does not replace advice in an individual case. The specific circumstances of your transaction are always decisive.
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Closing
The completion of the transaction at which, once all conditions are satisfied, the shares are transferred and the purchase price is paid.
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Conditions precedent
Suspensive conditions that must be satisfied between signing and closing before the transaction is completed.
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MAC clause
A clause allowing the buyer to withdraw on a material adverse change occurring between signing and closing.
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Share purchase agreement (SPA)
The central agreement governing the acquisition of a business (share or asset deal), covering the object of sale, purchase price, warranties and completion.
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