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Model Stock Purchase Agreement
"I need a Model Stock Purchase Agreement under Swiss law for acquiring a mid-sized technology company, with specific provisions for intellectual property protection and an earn-out mechanism based on 2025 performance targets."
1. Parties: Identification of Seller(s), Buyer(s) and any guarantors, including full legal names and addresses
2. Background: Context of the transaction, description of the target company, and purpose of the agreement
3. Definitions: Defined terms used throughout the agreement, including specific Swiss law terminology
4. Sale and Purchase: Core transaction terms, including shares being sold and purchase price
5. Purchase Price and Payment: Detailed price structure, payment mechanics, and any adjustments
6. Conditions Precedent: Requirements to be met before closing, including regulatory approvals
7. Pre-Closing Obligations: Parties' obligations between signing and closing, including conduct of business
8. Closing: Closing mechanics, deliverables, and timing
9. Representations and Warranties: Seller's and Buyer's representations, tailored to Swiss market standards
10. Indemnification: Remedies and procedure for breach of warranties or other obligations
11. Limitations of Liability: Caps, thresholds, and time limits on claims
12. Confidentiality: Obligations regarding transaction and company information
13. Notices: Communication procedures between parties
14. Governing Law and Jurisdiction: Swiss law provisions and jurisdiction details
15. General Provisions: Boilerplate clauses adapted to Swiss law requirements
1. Earn-out Provisions: Used when part of purchase price is contingent on future performance
2. Employee Matters: Include when specific employee arrangements or transitions are required
3. Tax Covenants: Added for complex tax structures or specific tax indemnities
4. Non-Competition: Include when seller restrictions are required post-closing
5. Transitional Services: Used when seller will provide services post-closing
6. Bank Financing: Include when transaction involves external financing arrangements
7. Break Fee: Added when parties want to specify termination penalties
8. Parent Guarantee: Include when parent company guarantees are required
1. Share Details: Details of shares being transferred, including share certificates
2. Disclosure Schedule: Exceptions to representations and warranties
3. Company Information: Corporate documents, licenses, and material contracts
4. Financial Statements: Recent financial statements and management accounts
5. Properties Schedule: List of company real estate and material assets
6. Intellectual Property: List of IP rights and registrations
7. Employee Information: Key employment agreements and benefit plans
8. Permitted Encumbrances: List of accepted liens and encumbrances
9. Required Consents: Third-party and regulatory approvals needed
10. Form of Closing Documents: Templates for share transfer forms and other closing deliverables
Authors
Accounts Date
Affiliate
Agreement
Anti-Corruption Laws
Applicable Law
Articles of Association
Bank Account
Business
Business Day
Buyer
Closing
Closing Date
Company
Completion
Conditions Precedent
Confidential Information
Consideration
Control
Data Protection Laws
Disclosure Letter
Disclosed
Effective Date
Encumbrance
Environmental Laws
Escrow Account
Escrow Agent
Financial Statements
FINMA
Governmental Authority
Group
Group Company
Indemnification
Intellectual Property Rights
Knowledge
Liability
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Notice
Ordinary Course of Business
Parent Company
Parties
Permits
Permitted Encumbrances
Person
Purchase Price
Purchase Price Adjustment
Related Party
Relevant Authority
Representatives
Sanctions
Seller
Share Capital
Shares
Signing Date
Subsidiaries
Swiss GAAP
Target Company
Tax
Tax Authority
Tax Return
Third Party
Transaction
Transaction Documents
Transfer
Warranties
Working Capital
Recitals
Definitions
Interpretation
Share Purchase
Purchase Price
Payment Terms
Price Adjustment
Conditions Precedent
Pre-Closing Covenants
Closing Mechanics
Post-Closing Obligations
Representations and Warranties
Seller Warranties
Buyer Warranties
Company Warranties
Financial Statements
Tax Matters
Employee Matters
Intellectual Property
Real Property
Material Contracts
Compliance with Laws
Environmental Matters
Insurance
Indemnification
Liability Limitations
Confidentiality
Non-Competition
Non-Solicitation
Public Announcements
Data Protection
Force Majeure
Assignment
Notices
Amendment
Severability
Entire Agreement
Waiver
Costs and Expenses
Further Assurance
Third Party Rights
Governing Law
Dispute Resolution
Jurisdiction
Financial Services
Manufacturing
Technology
Real Estate
Healthcare
Retail
Energy
Telecommunications
Professional Services
Consumer Goods
Industrial
Media and Entertainment
Pharmaceuticals
Transportation and Logistics
Agriculture
Construction
Mining and Materials
Legal
Finance
Corporate Development
Mergers & Acquisitions
Treasury
Tax
Compliance
Corporate Secretariat
Strategy
Risk Management
Due Diligence
Corporate Finance
Investment Banking
Board Secretariat
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
M&A Director
Legal Counsel
Investment Banker
Corporate Lawyer
Finance Director
Board Member
Company Secretary
Compliance Officer
Tax Director
Strategy Director
Corporate Finance Manager
Due Diligence Manager
Transaction Advisory Manager
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