Second, the total assets of the corporation must be at least equal to the amount of the corporation`s liabilities, plus the amount necessary to fulfill an obligation of the corporation to the holders of priority classes of shares if the corporation is dissolved. 4. If the purchase price was formulated on the basis of comparisons or valuations (contrary to a formula such as book value chosen for reasons of “convenience”, as decided by the courts in the book true and estate of Lauder); Although the articles of association or articles of association are able to include the necessary communication on restrictions, separate agreements should be drawn up to clarify the conditions of price, valuation, triggering events and other provisions. The agreement may also cover issues such as insurance coverage and shareholders` sales rights during the payment period. Portability restrictions must be strikingly noted at the front or back of the share certificate or, in the case of shares issued without quotas, in the share information statement. If restrictions are not mentioned in this way, they are not effective. The problems associated with designing a purchase-sale contract are complex and difficult. This article analyzes some of the main concerns, for example. B the subject matter of the agreement, the types of agreements and methods for determining the share price. . . .