English to Russian Bus/Financial Law: Contract(s) Share Purchase Agreement

Доброго времени суток, коллеги! :)

Сначала даю то, что отыскала по сабжу:
1. Мультитран: юр. locked box approach - метод "locked box" (в сделках купли-продажи акций (приобретение компании), когда покупная цена фиксируется на основании прошлых показателей, а покупатель защищен только ограничительными условиями между подписанием и закрытием сделки

The most helpful:
2. Completion accounts
Transactions are typically priced on a debt-free/cash-free basis, meaning that it is necessary to agree/determine what exactly cash and debt is, how much it is and how the purchaser can be satisfied it inherits sufficient working capital (rather than it having been turned into price-increasing cash, for instance by squeezing debtors, not paying creditors and running down stock). On the face of it, this requires completion accounts. In the secondary buyout arena especially there is a growing preference (on both sides' part) against completion accounts in favour of the locked box principle under which the price for the shares is set on the basis of a pre-exchange (perhaps not audited) balance sheet, that is, by adding the cash and deducting the debt shown on that balance sheet to/from the headline price. The purchaser then takes the benefit burden of the target's performance between the date of that balance sheet and completion and pays interest on the purchase price for this period. The sellers confirm that between those two dates there have been no dividends or charges, that is, that the box has been locked.
http://www.iflr.com/Article/2026521/Channel/193438/United-Ki...

3. Locked box mechanism

The 'locked box' mechanism can be defined as the buyer and seller agreeing on a fixed purchase price in the sense that no changes will be made to the purchase price after completion of the transaction. Instead, the purchase price is calculated based on a balance sheet – the locked box balance sheet – at a date agreed between the buyer and the seller before entering into the share purchase agreement. Ideally, the locked box balance sheet should be drawn up fairly close to the signing of the share purchase agreement. A buyer will then determine the purchase price based on the locked box balance sheet, taking into account both the company's cash/debt position and its working capital. Once the seller has accepted the purchase price offered by the buyer, the purchase price is entered into the share purchase agreement as a fixed amount and becomes the amount payable by the buyer at completion.
http://www.worldservicesgroup.com/publications.asp?action=ar...

Мой контекст:
Sale Shares
On the terms of this Agreement and subject to the conditions of this Agreement, each Seller hereby sells and agrees to transfer at Completion, and the Purchaser buys and agrees to accept the transfer at Completion, title to the Sale Shares owned by such Seller as shown opposite the name of such Seller in Schedule 2.1, free from any Encumbrances, and together with all rights attached to the Sale Shares (free from any Encumbrances) with effect as of the Locked Box Date or accruing as from the Locked Box Date (including the right to receive all dividends or distributions declared, paid or made on the Sale Shares on or after the Locked Box Date).
Simultaneous Transfers
Neither the Sellers nor the Purchaser is obliged to complete the sale and purchase of any of the Sale Shares unless the transfer of all the Sale Shares will be completed simultaneously.
Benefit and risk
Subject to Completion, the benefit and risk of the Sale Shares, and with that the benefit and risk of the Group, will be for the account of the Purchaser as of the Locked Box Date, provided that (a) the right to vote the Sale Shares shall remain with the Sellers until immediately prior to Completion, and (b) the foregoing shall be without prejudice to the Purchaser's rights under this Agreement.

Т.е. по смыслу все понятно (еще с версии мультитрана), однако стройный вариант с Date не складывается. Рабочий вариант пока аналогичен мультитрановскому - дата "locked box" + пояснение в сноске.
Заранее благодарю :)