Agreement protection provisions include confidentiality, exclusivity, non-invitation and break fees. Under Vietnamese law, there is no provision that specifically regulates break fees. In practice, a break fee may be included in the corresponding share purchase or share purchase contract. The Competition Act 2018 prohibits any transaction “with the effect or consequence of a significant restriction of competition in the Vietnamese market.” Therefore, an offshore transaction is covered by the merger control requirement if it has actual or potential anti-competitive effects on a market in question in Vietnam. In particular, an offshore transaction may be subject to reporting under Vietnamese law if a party to the transaction or its related entities have assets, sales proceeds or purchase costs in Vietnam and the transaction triggers one of the applicable notification thresholds discussed here (except for the scope of the transaction test). After the investor has paid the full amount of the capital money for the purchase of the shares, the company will enter the investor`s information in the shareholder register and issue the share certificate to the foreign investor. 6. Insurance and guarantees The seller assures and guarantees that: 6.1 no charge or other form of the agreement (including conversion and pre-emption rights or other rights arising from shareholders or similar agreements) on, above or by the execution of any of the sales contracts. 6.2 The performance, supply and execution of this Contract by the Seller is not contrary to: 6.2.1 any tax, tax, act, contract or other undertaking or instrument; or 6.2.2 the laws or regulations or orders of a public authority, agency or court that engage the seller.
6.3 Share Sales have been issued effectively in all respects, are freely transferable into the hands of the Seller and no third party has rights or rights to under-quote the sale and purchase of “Sales Shares” 6.4 The seller has done or omitted, which could interfere with the performance of this agreement. 6.5 The Seller hereby supports the buyer, guarantees and commits to the Buyer, so that, apart from the complete, fair and written information, all statements submitted are true, accurate and correct and are not misleading. The buyer`s remedies in the event of a breach of a guarantee persist despite the conclusion of the sale and purchase of the sale shares under this subpage. 6.6 The Seller will keep the Buyer unscathed and unscathed for losses, expenses, expenses, claims, damages or other expenses incurred by the Buyer, to the extent that such losses, costs, claims, damages or other charges are incurred by any of the guarantees that provide for improper, inaccurate or misleading compliance. 6.7 The Seller irrevocably waives all or part of the rights that he has the right to obtain guarantees with respect to any misrepresentation, inaccuracy or omission of the company or its officer or employee, in order to permit or induce the seller to obtain the guarantees. 6.8 The seller has no more than ……… The company`s shares. In the background review, we note that the problem mentioned above is due to the lack of clarity in the “free transfer of shares” regulations set out in section 79, point 1, and section 87, point 5 of the Business Act, as well as the contradiction between the company and the Investment Act.
A declaration of intent is a common pre-agreement that generally applies: under the Investment Act, the acquisition of shares is considered a form of investment (Article 21).