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Equity Stake Agreement
"I need an Equity Stake Agreement under German law for the purchase of a 25% stake in a Munich-based software company, with completion scheduled for March 2025 and including tag-along rights for minority shareholders."
1. Parties: Identification of the transferor(s), transferee(s), and the target company
2. Background: Context of the transaction, current shareholding structure, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement
4. Sale and Purchase: Core transaction terms including description of shares being transferred and purchase price
5. Purchase Price and Payment: Detailed provisions on consideration, payment mechanics, and any adjustments
6. Conditions Precedent: Prerequisites that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
8. Completion: Mechanics and requirements for closing the transaction, including required notarization
9. Warranties: Representations and warranties given by the seller regarding the shares and the target company
10. Liability and Indemnification: Provisions governing breach of warranties and indemnification obligations
11. Confidentiality: Obligations regarding confidential information and announcements
12. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
1. Tag-Along Rights: Optional provisions giving minority shareholders the right to join in a sale of shares
2. Drag-Along Rights: Optional provisions allowing majority shareholders to force minorities to join in a sale
3. Anti-Dilution Protection: Provisions protecting investors from dilution in future funding rounds
4. Board Representation: Rights of new shareholders to appoint board members
5. Dividend Rights: Special provisions regarding dividend distribution
6. Non-Competition: Restrictions on competitive activities by selling shareholders
7. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances
1. Share Capital Structure: Details of the target company's current and post-completion share capital structure
2. Warranties: Detailed list of seller's warranties regarding the company and shares
3. Company Information: Key details about the target company including corporate records
4. Required Consents: List of third-party and regulatory consents required for the transaction
5. Completion Requirements: Detailed list of documents and actions required for completion
6. Existing Shareholder Rights: Summary of existing shareholders' rights and obligations
7. Financial Statements: Recent financial statements of the target company
8. Material Contracts: List and/or copies of material contracts affecting the company
Authors
Articles of Association
Business Day
Closing Date
Completion
Conditions Precedent
Confidential Information
Consideration
Disclosure Letter
Effective Date
Encumbrance
Equity Securities
Existing Shareholders
Financial Statements
Governmental Authority
Group
Intellectual Property Rights
Long Stop Date
Material Adverse Change
Material Contracts
Parties
Purchase Price
Purchase Price Adjustment
Purchaser
Related Parties
Sale Shares
Seller
Shareholders' Agreement
Signing Date
Subsidiary
Target Company
Tax
Transaction Documents
Transfer
Warranties
Working Capital
Commercial Register
Gesellschafterversammlung
Geschäftsführer
Aufsichtsrat
Gesellschaftsvertrag
Notarial Deed
Share Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion Mechanics
Pre-Completion Obligations
Warranties and Representations
Liability and Indemnification
Confidentiality
Non-Competition
Anti-Dilution
Tag-Along Rights
Drag-Along Rights
Board Representation
Information Rights
Dividend Rights
Share Transfer Restrictions
Right of First Refusal
Preemptive Rights
Put and Call Options
Corporate Governance
Shareholder Meetings
Notarization Requirements
Regulatory Compliance
Tax Matters
Termination
Force Majeure
Assignment
Notices
Costs and Expenses
Severability
Entire Agreement
Amendments
Governing Law
Dispute Resolution
Language
Technology
Manufacturing
Financial Services
Real Estate
Healthcare
Energy
Telecommunications
Professional Services
Retail
Media and Entertainment
Industrial
Biotechnology
Software
E-commerce
Construction
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Executive Leadership
Investment
Business Development
Corporate Secretariat
Risk Management
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
Investment Manager
Legal Counsel
Corporate Secretary
M&A Director
Private Equity Manager
Business Development Director
Finance Director
Compliance Officer
Board Member
Managing Director
Investment Banker
Corporate Lawyer
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