English to French Other Law: Contract(s) Contrat de cession de parts

Sale and purchase of the Shares and certain Liabilities to Shareholders

2.1. Subject to the terms and conditions of this Agreement and on the basis of and in reliance upon the representations, warranties, indemnities and agreements set forth herein, as at Closing, Sellers shall sell and Buyer shall purchase the Shares and the Liabilities to Shareholders, exclusively owned by the Sellers, for the Purchase Price specified in Section 3.

[...]

The Parties agree that the unencumbered ownership title of the Shares shall be transferred to the Buyer by virtue of the fact that all Closing Conditions specified in Annex 3 are met and that the Buyer provides the Sellers with a regular and original banking certificate issued by a bank in the course of its normal business confirming that the Buyer ordered irrevocably the full amount of the Purchase Price to be transferred according to Section 3 (to debit the amount to its bank account).

Upon Closing, the Parties shall sign Closing Minutes with respect to the events occurred at Closing, substantially in the same form as set out in Annex 4 of this Agreement.