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Share Sale Or Purchase Agreement


Companies that offer several types of shares sometimes have a series (class A, class B, class C, etc.) that can be worth different amounts of money. For example, 100 Class A voice shares may not be the same value as 100 Class B common shares. (d) no group enterprise has made or agreed to pay to that seller or any of its associated companies, in respect of the share capital or other securities of an issued group company, exchanged, purchased or refunded, or any other return in capital; 5.1. At the offices of Freshfields Bruckhaus Deringer in Barcelona, the sale and purchase provided for in clause 2.1 shall be completed at least three (3) working days after the notification referred to in point 3.3 (or on another date agreed by the parties), provided that the condition precedent referred to in point 3.1 d is fulfilled immediately before the conclusion, if all of the following are made in the order indicated: In consideration for the sale of the shares in accordance with the terms of this Agreement, the Buyer shall, in accordance with the terms of this Agreement: the restrictions provided for in clause 11.1 shall not prevent any of the guarantors from holding units in the shares or other securities of an enterprise trading on a securities exchange, unless such interest extends to more than 3 per cent. of the share capital issued by the company or class of securities concerned. The companies thus waive all rights of pre-emption and any other right of pre-emption imposed on them in respect of the sale of the shares referred to in clause 1.1 in order to allow their acquisition by [*] after closing. The rights of the third parties concerned under paragraph 6.9 are also governed by the provisions of paragraphs 13 (assignment and transfer), 27 (applicable law) and 28 (jurisdiction). The parties to this Agreement may, by agreement, revoke or modify any provision of this Agreement without the consent of any third party. 2.1. Subject to the adjustments provided for in clauses 6 and 9, the total purchase price (the purchase price) to be paid for all shares is the sum of euros [•], subject to such adjustments.

Except as otherwise provided in this Agreement, each party to this Agreement shall bear its own costs and expenses relating to the negotiation, preparation, performance, execution and performance of this Agreement and any documents and other agreements referred to therein that are part of the Transaction, except that such clause is the right of a party to this Agreement to cover its costs in dispute or in dispute, is not affected. resolution procedure which may result from this Agreement. the investment agreement concerning the company of February 22, 2008 (as amended by the act of June 21, 2010) among others Graphite, the company and some of the guarantors Before the sale, the seller created another company to keep all the real estate of the first company to re-lease it. . . .