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Equity Interest Purchase Agreement
"I need an Equity Interest Purchase Agreement for the acquisition of 100% of shares in a Swiss private limited company in the technology sector, with completion scheduled for March 2025 and including specific warranties about intellectual property rights and customer contracts."
1. Parties: Identification of the seller(s) and purchaser(s) with full legal names and addresses
2. Background: Context of the transaction, description of the target company, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including description of equity interests being sold and basic purchase obligation
5. Purchase Price: Specification of purchase price, payment terms, and any price adjustment mechanisms
6. Conditions Precedent: Conditions that must be satisfied before completion of the transaction
7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including conduct of business requirements
8. Completion: Mechanics of closing, including timing, location, and actions required at completion
9. Warranties: Seller's representations and warranties regarding the company and the equity interests
10. Limitations on Liability: Limitations on warranty claims and general liability caps
11. Indemnification: Indemnification obligations and procedures for both parties
12. Confidentiality: Obligations regarding confidential information and public announcements
13. Notices: Process and requirements for formal communications between parties
14. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and entire agreement
15. Signing: Execution blocks for all parties
1. Security for Claims: Used when there is an escrow arrangement or bank guarantee to secure warranty or indemnity claims
2. Non-Competition: Include when sellers need to be restricted from competing with the target business
3. Employee Matters: Required when specific employee arrangements or protections need to be addressed
4. Tax Covenant: Include when specific tax arrangements or indemnities are required
5. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
6. Transitional Services: Include when seller will provide services to the target company post-completion
7. Real Estate Matters: Required when the target company owns significant real estate assets (particularly relevant under Lex Koller)
8. Intellectual Property Rights: Include when IP assets are material to the transaction
1. Details of the Target Company: Corporate information, shareholding structure, and key corporate documents
2. Warranties: Detailed warranties given by the seller
3. Disclosed Information: List of documents and information disclosed against the warranties
4. Properties: Details of real estate owned or leased by the target company
5. Intellectual Property: List of IP rights owned or licensed by the target company
6. Material Contracts: Summary of key contracts affecting the target company
7. Employees: List of employees and their key employment terms
8. Completion Actions: Detailed list of actions to be taken at completion
9. Form of Resignation Letters: Template resignation letters for outgoing directors
10. Form of Share Transfer Forms: Template documentation for transferring the shares
Authors
Accounting Principles
Affiliate
Agreement
Applicable Law
Business
Business Day
CHF
Claim
Company
Completion
Completion Date
Completion Payment
Conditions Precedent
Confidential Information
Consideration
Control
Data Room
Disclosed
Disclosure Letter
Encumbrance
Equity Interests
Fairly Disclosed
Financial Statements
Governmental Authority
Group
Intellectual Property Rights
Knowledge
Lease
Leased Property
Liability
Long Stop Date
Loss
Material Adverse Change
Material Agreements
Notice
Owned Property
Party/Parties
Permits
Person
Purchase Price
Purchaser
Real Property
Related Persons
Relevant Period
Representatives
Seller
Seller's Warranties
Signing Date
Swiss GAAP
Target Company
Tax/Taxation
Tax Authority
Third Party
Transaction
Transaction Documents
Transfer
Warranty
Warranty Claim
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Price Adjustment
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Seller Warranties
Purchaser Warranties
Limitations on Liability
Tax Matters
Tax Indemnity
Employee Matters
Intellectual Property
Real Estate
Confidentiality
Non-Competition
Non-Solicitation
Data Protection
Force Majeure
Assignment
Notices
Costs
Announcements
Further Assurance
Severability
Amendments
Waiver
Entire Agreement
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Counterparts
Indemnification
Security for Claims
Restrictive Covenants
Material Adverse Change
Break Fee
Authority and Capacity
Due Diligence
Conduct of Business
Insurance
Compliance with Laws
Environmental Matters
Bank Accounts
Powers of Attorney
Financial Services
Manufacturing
Technology
Real Estate
Healthcare
Retail
Professional Services
Energy
Telecommunications
Consumer Goods
Industrial
Media and Entertainment
Agriculture
Transportation and Logistics
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Risk and Compliance
Corporate Secretariat
Business Development
Due Diligence
Treasury
Tax
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
Head of Mergers & Acquisitions
Investment Director
Legal Counsel
Finance Director
Business Development Manager
Company Secretary
Risk Manager
Compliance Officer
Board Member
Managing Director
Private Equity Manager
Transaction Manager
Due Diligence Manager
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