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Equity Transfer Agreement
"I need an Equity Transfer Agreement under Swiss law for the sale of 100% of shares in my private technology consulting company to a strategic buyer, with completion planned for March 2025 and including standard representations and warranties."
1. Parties: Identification of the transferor(s) and transferee(s), including full legal names, registration details, and addresses
2. Background: Context of the transaction, description of the company whose shares are being transferred, and current ownership structure
3. Definitions: Definitions of key terms used throughout the agreement
4. Subject Matter of Transfer: Detailed description of the shares being transferred, including number, class, and nominal value
5. Purchase Price: Specification of the purchase price, currency, and payment terms
6. Closing: Conditions precedent, closing mechanics, and timing of the transfer
7. Representations and Warranties: Standard representations and warranties from both transferor and transferee
8. Taxes and Costs: Allocation of transaction costs, stamp duties, and tax obligations
9. Notices: Communication requirements and contact details for formal notices
10. Governing Law and Jurisdiction: Confirmation of Swiss law as governing law and jurisdiction for disputes
11. Execution: Signature blocks and execution formalities
1. Security for Claims: Used when there are specific security arrangements for the purchase price or other obligations
2. Non-Competition: Include when restricting the transferor from competing with the company post-transfer
3. Board Changes: Required when the transfer involves changes to the board composition
4. Regulatory Approvals: Include when the transfer requires specific regulatory clearances
5. Employee Matters: Relevant when the transfer impacts employment arrangements or requires employee notifications
6. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
7. Tag-Along/Drag-Along Rights: Used in partial transfers where remaining shareholders have specific rights
8. Interim Period Obligations: Include when there's a significant gap between signing and closing
1. Share Details: Detailed description of the shares, including share certificates numbers and shareholding history
2. Company Information: Key corporate information, including articles of association and commercial register excerpts
3. Disclosure Schedule: Exceptions and qualifications to the representations and warranties
4. Closing Checklist: List of all documents and actions required for closing
5. Purchase Price Calculation: Detailed breakdown of the purchase price calculation if complex
6. Required Consents: List of third-party and regulatory consents required
7. Encumbrances: Details of any existing encumbrances on the shares
8. Board Resolution Templates: Template resolutions for approving the transfer and updating the share register
Authors
Articles of Association
Board of Directors
Business Day
Closing
Closing Date
Company
Completion
Conditions Precedent
Confidential Information
Consideration
Disclosure Schedule
Effective Date
Encumbrance
Equity Interest
FINMA
Governmental Authority
Intellectual Property Rights
Law
Liabilities
Long Stop Date
Material Adverse Change
Notice
Ordinary Shares
Party/Parties
Permits
Purchase Price
Related Persons
Relevant Authority
Representatives
Securities
Share Certificates
Share Register
Shares
Signing Date
Swiss Code of Obligations
Swiss GAAP
Swiss Law
Tax/Taxation
Third Party
Transaction
Transaction Documents
Transfer
Transferee
Transferor
Warranties
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Representations and Warranties
Seller Warranties
Buyer Warranties
Tax Covenants
Indemnification
Limitations of Liability
Confidentiality
Non-Competition
Non-Solicitation
Data Protection
Share Transfer Mechanics
Board Composition
Regulatory Compliance
Anti-Money Laundering
Force Majeure
Assignment
Severability
Entire Agreement
Amendments
Notices
Costs and Expenses
Stamp Duty
Governing Law
Dispute Resolution
Third Party Rights
Further Assurance
Counterparts
Language
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Retail
Professional Services
Energy
Telecommunications
Consumer Goods
Industrial
Agriculture
Media and Entertainment
Transportation and Logistics
Education
Construction
Hospitality
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Tax
Corporate Secretariat
Board of Directors
Executive Management
Treasury
Regulatory Affairs
Due Diligence
Investment
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Head of Legal
Head of Mergers & Acquisitions
Investment Director
Corporate Development Manager
Financial Controller
Compliance Officer
Board Member
Managing Director
Partner (Law Firm)
Transaction Manager
Investment Banker
Due Diligence Manager
Tax Director
Regulatory Affairs Manager
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