means any additional consideration that can be paid in accordance with the clause [3.2 OR [insert clause number]] and the calendar [9 or [insert calendar number]]; With respect to shares, the anti-embarrassing clause protects the seller from a situation in which the buyer sells the shares of the target company at a higher price than at the time of sale. Since the value of the shares may increase due to a number of reasons such as improved company performance, improved market confidence and share price inflation, this clause only applies for a period of time after the sale is completed. This deadline is agreed by both the buyer and the seller at the time of purchase. In addition, it prevents the seller from being “embarrassed” because the buyer receives a higher price for the shares immediately after the sale. As a result, the seller may request a recalculation of the price to ensure that he or she receives a share of the higher prices. In this recent case (Starbev GP Ltd v Interbrew Central European Holding), a Starbev company bought ICEH`s European brewing business in December 2009. As part of the agreement, they entered into a form of non-embarrass agreement that they called the “Contingent Value Right Agreement. As a result, ICEH received additional deferred consideration over the next three years in the event of a subsequent sale of the transaction. The trigger is usually the sale of more than a certain percentage of shares during the period. The transfer can be made in one or more transactions. A management team can buy a business from a professional investor.
The seller is concerned that buyers, being closer to day-to-day business, may have better information about the company`s future prospects. The seller therefore insists on an anti-embarrass clause to ensure that the price is fair. The anti-embarrassing clause is also characterized as overtaking when it applies to the sale of land or other land. This clause mainly concerns the seller of real estate or shares and gives the seller an increase if the value of the asset increases in the future. In the case of land, this means that the seller can claim a capital gain if the land has increased in value as a result of a particular event, such as obtaining it. B of the building permit or authorization for use for purposes that were not present at the time of the sale. It applies not only to the increase in the value of the asset due to typical market forces, but also to specific events that increase its value. For some reason, the “elephant” clause used in the CVR agreement was adopted by saying … every […] Transaction that […] to make payments to […] [Starbev], for the purpose of making payments under [ICEH]… to reduce accident rates. This raised a number of questions.
An anti-embarrassing clause provides that the seller receives an additional payment (additional consideration) of the sale value when the buyer resells the sale value within a specified period, usually between one and three years after the closing of the initial sale (limited period). Measures to avoid measures should also be included. It can be very easy to circumvent an anti-embarrassment clause by using option agreements to make other transactions beyond the period during which the anti-embarrass clause is active.