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Company Acquisition Contract
"I need a Company Acquisition Contract under Swiss law for a technology company purchase, with specific emphasis on intellectual property protection and an earn-out mechanism based on the target's 2025 performance, plus detailed provisions for employee retention and data protection compliance."
1. Parties: Identification of the seller(s) and buyer(s), including full legal names, registration numbers, and addresses
2. Background: Context of the transaction, including brief description of the target company and transaction rationale
3. Definitions: Defined terms used throughout the agreement, including Swiss law-specific terminology
4. Sale and Purchase: Core transaction terms, including what is being sold (shares/assets) and the basic agreement to sell and purchase
5. Purchase Price: Detailed provisions on consideration, including amount, payment mechanism, and any adjustments
6. Closing Conditions: Conditions precedent to closing, including regulatory approvals and third-party consents
7. Pre-Closing Obligations: Obligations of parties between signing and closing, including conduct of business requirements
8. Closing: Closing mechanics, including timing, location, and required actions/deliverables
9. Representations and Warranties: Seller's warranties about the company, its business, and assets
10. Indemnification: Provisions for compensation in case of breach of warranties or other obligations
11. Covenants: Ongoing obligations post-closing, including non-compete and confidentiality
12. Tax Matters: Tax-related provisions, including allocations and indemnities
13. Commercial Registry: Requirements and procedures for Swiss commercial registry registration
14. Notices: Communication procedures between parties
15. Governing Law and Jurisdiction: Confirmation of Swiss law governance and jurisdiction for disputes
16. Miscellaneous: Standard boilerplate provisions
17. Execution: Signature blocks and execution requirements
1. Earn-out Provisions: Used when part of purchase price is contingent on future performance
2. Employee Matters: Detailed provisions about employee transfers and obligations when significant workforce is involved
3. Real Estate: Special provisions for Swiss real estate transfers if property is material to transaction
4. Intellectual Property: Detailed IP provisions when IP is a key transaction driver
5. Environmental Matters: Specific provisions when environmental risks are material
6. Data Protection: Detailed privacy compliance terms when significant personal data is involved
7. Financing Cooperation: Used when buyer requires seller cooperation for acquisition financing
8. Competition Compliance: Detailed antitrust provisions for larger transactions
9. Transitional Services: When post-closing services from seller are required
1. Schedule 1 - Company Information: Detailed information about the target company, including corporate documents
2. Schedule 2 - Shares/Assets: Detailed description of shares or assets being transferred
3. Schedule 3 - Purchase Price Calculation: Detailed methodology for price calculations and adjustments
4. Schedule 4 - Closing Conditions: Detailed list of all closing conditions and required documents
5. Schedule 5 - Warranties: Full set of warranties given by the seller
6. Schedule 6 - Disclosed Information: List of disclosed documents and information qualifying the warranties
7. Schedule 7 - Real Estate: Details of any real estate owned or leased by the target
8. Schedule 8 - Material Contracts: List and copies of key contracts
9. Schedule 9 - Intellectual Property: List of all IP rights owned or licensed
10. Schedule 10 - Employee Information: Details of employees and employment terms
11. Schedule 11 - Permits and Licenses: List of all regulatory permits and licenses
12. Appendix A - Closing Minutes: Form of closing minutes and completion mechanics
13. Appendix B - Transfer Forms: Forms required for Swiss commercial registry
14. Appendix C - Corporate Resolutions: Required corporate approvals and resolutions
Authors
Affiliate
Ancillary Agreements
Assets
Balance Sheet
Balance Sheet Date
Baseline Working Capital
Business
Business Day
Buyer
CHF
Claim
Closing
Closing Date
Closing Payment
Commercial Register
Company
Completion
Confidential Information
Consideration
Control
Data Room
Disclosed
Disclosure Letter
Due Diligence
Effective Date
Employees
Encumbrance
Enterprise Value
Environmental Laws
Financial Statements
FusG
Governmental Authority
Group
Handelsregister
Intellectual Property Rights
Interim Period
Key Employees
Knowledge
Law
Leased Real Property
Liabilities
Long Stop Date
Loss
Material Adverse Change
Material Agreements
Material Breach
Net Working Capital
Notary
Notice
Obligationenrecht
Owned Real Property
Party/Parties
Permits
Permitted Encumbrances
Person
Purchase Price
Purchase Price Adjustment
Related Persons
Representatives
Restricted Business
Seller
Seller's Warranties
Shares
Signing Date
Subsidiary
Swiss GAAP
Target Company
Tax/Taxes
Tax Authority
Tax Return
Territory
Third Party
Transaction
Transaction Documents
Transfer
VAT
Working Capital
Asset Purchase
Purchase Price
Payment Terms
Price Adjustment
Earn-out
Conditions Precedent
Due Diligence
Representations and Warranties
Seller Warranties
Buyer Warranties
Tax Covenants
Indemnification
Liability Limitations
Pre-Closing Covenants
Post-Closing Covenants
Non-Competition
Non-Solicitation
Confidentiality
Employee Matters
Pension Schemes
Real Estate
Intellectual Property
Data Protection
Environmental Compliance
Regulatory Compliance
Commercial Registry
Material Contracts
Third Party Consents
Force Majeure
Change of Control
Assignment
Amendments
Severability
Entire Agreement
Notices
Costs and Expenses
Interest
Time of Essence
Further Assurance
Governing Law
Jurisdiction
Dispute Resolution
Legal Compliance
Anti-corruption
Insurance
Bank Guarantees
Security
Transition Services
Break Fee
Information Rights
Announcements
Corporate Authority
Power of Attorney
Language
Counterparts
Financial Services
Manufacturing
Technology
Healthcare
Real Estate
Retail
Professional Services
Energy
Telecommunications
Consumer Goods
Industrial
Life Sciences
Infrastructure
Media and Entertainment
Agriculture
Legal
Finance
Corporate Development
Mergers & Acquisitions
Strategy
Tax
Risk & Compliance
Human Resources
Corporate Secretariat
Business Development
Executive Leadership
Board of Directors
Due Diligence
Integration
Treasury
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
M&A Director
Legal Director
Finance Director
Corporate Secretary
Head of Strategy
Investment Manager
Corporate Lawyer
Transaction Manager
Due Diligence Manager
Integration Manager
Risk Manager
Tax Director
Company Secretary
Board Member
Managing Director
Business Development Director
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