In any case, the entire issued capital must first be paid. Since the legislation does not provide for differentiation based on whether allowances constituting sales shares are issued, this would not affect valuations in this regard8. If we consider this provision taking into account the non-compliance with a condition for entering into a share purchase agreement, we would come to the conclusion that a party, for example the seller of shares, can sue the buyer to fulfil its obligation to pay the purchase price of shares taking into account the buyer`s register as a shareholder in the company`s share portfolio. In addition, in this case, the seller would have the right to claim interest in damages related to the slow payment of the sale price of the shares. Capital can also be increased from internal sources. As a general rule, the seller also agrees to waive all pre-emptive rights over the shares (and to obtain the waiver from another person). Some regulated sectors require transfers of shares by authorities, such as banks, energy, media and capital markets. The transfer of shares in a public limited company is usually carried out by a share purchase contract between the seller and the buyer and the registration of the transfer in the company`s share register. If the shares are issued as registered share certificates, the certificates must be registered in the name of the purchaser. When the shares are issued as bearer share certificates, ownership is subseded into possession of the certificates. In practice, the parties most often exercise their rights of termination when a party does not fulfil a condition for concluding a share purchase agreement.
However, the right of termination is not the only option for a party who wishes to “close” the transaction but does not wish to complete it. . . .