Partiesof a share purchase agreement may agree on certain conditions, such as paymentof share purchase price, delivery of a guarantee letter or approval of sharepurchase by Company, that must be fulfilled until a certain time ("ClosingDate") before a share purchase agreement may be deemed as"executed". Such conditions are generally referred to as "closingconditions".
TheNew Turkish Commercial Code ("TCC") brought completely differentrules about the representation of Companies, among which especially two deservespecial mention. The first of these rules is the mandatory condition that aboard member must be authorized to represent the Company without any limitationwith its sole signature or two with their joint signature. The other one isabout the limitation of the authorization of signatories through a so called"Internal Directive", which scope should be determined with a boardresolution.