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Purchase Of Shares Agreement
"I need a Swiss law Purchase of Shares Agreement for acquiring 100% of shares in a private technology company, with completion scheduled for March 2025 and standard warranties."
1. Parties: Identification of the Seller(s) and Buyer(s) with full legal names and addresses
2. Background: Context of the transaction, including description of the target company and purpose of the agreement
3. Definitions: Defined terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including the shares being sold and purchase price
5. Purchase Price: Detailed provisions on consideration, payment method, and timing
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of both parties between signing and completion
8. Completion: Mechanics of closing, including timing, location, and actions required
9. Seller's Warranties: Representations and warranties given by the seller regarding the shares and company
10. Buyer's Warranties: Basic warranties from the buyer regarding capacity and authority
11. Limitation of Liability: Limitations on warranty claims and general liability
12. Confidentiality: Obligations regarding confidential information
13. Announcements: Provisions regarding public statements about the transaction
14. Notices: Process for formal communications between parties
15. Governing Law and Jurisdiction: Specification of Swiss law and jurisdiction
16. General Provisions: Standard boilerplate clauses including entire agreement, variations, and severability
1. Price Adjustment: Used when the purchase price may be adjusted based on completion accounts or other mechanisms
2. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
3. Tax Covenants: Detailed tax provisions when specific tax risks need to be addressed
4. Non-Competition: Restrictions on seller's future competitive activities, if required
5. Transitional Services: Include when the seller will provide services post-completion
6. Employee Matters: Specific provisions regarding key employees or employee arrangements
7. Real Estate: Special provisions if the company owns significant real estate (Lex Koller considerations)
8. Intellectual Property: Detailed IP provisions if the company has significant IP assets
9. Bank Financing: Include when the purchase is dependent on external financing
10. Break Fee: Include when parties want to specify compensation for failed completion
1. Details of the Company: Corporate information including shareholding structure
2. The Shares: Detailed description of shares being transferred
3. Warranties: Full list of seller's warranties
4. Limitation of Liability: Detailed provisions on warranty limitations and claims procedures
5. Properties: List of real estate owned or leased by the company
6. Intellectual Property: List of IP rights owned or licensed by the company
7. Material Contracts: List of key contracts of the company
8. Employees: List of employees and their key terms
9. Completion Requirements: Detailed list of completion deliverables
10. Form of Resignation Letters: Template resignation letters for departing directors
11. Data Room Index: Index of due diligence materials provided
12. Disclosure Letter: Seller's disclosures against the warranties
Authors
Accounts Date
Affiliate
Agreement
Announcement
Business
Business Day
Buyer
Buyer's Group
Buyer's Solicitors
Buyer's Warranties
CHF
Claim
Closing
Closing Date
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Control
Data Room
Disclosure Letter
Encumbrance
Financial Statements
Governmental Authority
Group
Group Companies
Intellectual Property Rights
Interest Rate
Key Employees
Knowledge
Law
Leased Properties
Liabilities
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Notice
Owned Properties
Party/Parties
Permits
Person
Properties
Purchase Price
Related Persons
Relevant Authority
Representatives
Seller
Seller's Group
Seller's Solicitors
Seller's Warranties
Shares
Signing Date
Subsidiary
Swiss GAAP
Tax
Tax Authority
Tax Liability
Tax Returns
Third Party
Transaction
Transaction Documents
Transfer
Warranty
Warranty Claim
Share Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Covenants
Completion
Post-Completion Obligations
Warranties
Company Warranties
Business Warranties
Tax Warranties
Financial Warranties
Seller Warranties
Buyer Warranties
Indemnification
Liability Limitations
Confidentiality
Non-Competition
Non-Solicitation
Data Protection
Employee Matters
Intellectual Property
Real Estate
Material Contracts
Tax Covenants
Insurance
Bank Accounts
Powers of Attorney
Further Assurance
Assignment
Announcements
Costs
Notices
Amendments
Severability
Entire Agreement
Third Party Rights
Force Majeure
Governing Law
Dispute Resolution
Jurisdiction
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Retail
Professional Services
Energy
Telecommunications
Consumer Goods
Industrial
Media and Entertainment
Agriculture
Transportation and Logistics
Construction
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Risk Management
Corporate Secretariat
Treasury
Strategy
Due Diligence
Integration
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Legal Director
M&A Director
Investment Manager
Corporate Development Manager
Finance Director
Company Secretary
Board Member
Managing Director
Transaction Manager
Due Diligence Manager
Integration Manager
Risk Manager
Compliance Officer
Tax Director
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