This is an example of a purchase and purchase agreement on the company`s shares, with a price adjustment mechanism after a period of verifications and some guarantees on the company`s situation. 5.1. The conclusion of the sale and purchase provided for in clause 2.1 shall be carried out at the offices of Freshfields Bruckhaus Deringer in Barcelona for 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 completion, if all the following points are to take place in the order indicated: The document requires important information such as the parties to the transaction, the description of the shares, the purchase price (consideration), the guarantees and assurances of the parties, the requirements before completion and after the conclusion. This Agreement, including the Annexes, Annexes and any other agreement between the Parties expressly referred to in this Agreement, constitutes the entire agreement and understanding between the Parties concerning undertakings. This Agreement supersedes all prior statements of intent and confidentiality agreements entered into between either party in connection with the transactions referred to in this Agreement. 3.3. With regard to condition 3.1 (b) mentioned above, the seller agrees that he shall dispose of the property under market conditions, that he shall bear all similar taxes and obligations as well as all costs related to the transfer of the immovable property (including, but not limited to, taxes levied on capital gains, local taxes, stamp duty, B. Transfer tax or registration fee), that the disposal of immovable property involves the transfer of all related liabilities and debts, including loans, finance leases and security interest, and that the immovable property is re-leased to group companies under leasing agreements. Companies thus waive all pre-emption rights and any other pre-emption rights 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.
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