Share Purchase Agreement And Shareholders Agreement Template for Germany

1. Earn-out Provisions: Include when part of purchase price is contingent on future performance

2. Employee Matters: Include when specific employee arrangements or retention plans are part of the transaction

3. Intellectual Property Rights: Include for technology companies or IP-heavy businesses

4. Non-Competition and Non-Solicitation: Include when specific post-closing competitive restrictions are required

5. Regulatory Compliance: Include for regulated industries (e.g., financial services, healthcare)

6. Environmental Matters: Include for industries with significant environmental impact

7. Real Estate Provisions: Include when real estate is a significant asset

8. Transition Services: Include when post-closing services from seller are required

9. Financial Support Obligations: Include when ongoing guarantees or financial support are needed

10. Business Plan and Budget: Include when specific operational commitments are required post-closing

1. Share Capital Structure: Details of current and post-closing share capital structure

2. Warranties: Detailed warranties and representations

3. Disclosure Letter: Exceptions and qualifications to warranties

4. Company Information: Key information about the target company

5. Properties: List of real estate and material assets

6. Material Contracts: Key contracts and agreements

7. Intellectual Property: List of IP rights and registrations

8. Employee Information: Key employment terms and agreements

9. Purchase Price Calculation: Detailed methodology for price calculations and adjustments

10. Closing Checklist: List of closing deliverables and actions

11. Corporate Governance Rules: Detailed governance procedures and policies

12. Reserved Matters: List of decisions requiring special approval

13. Form of Shareholders' Resolution: Template for key corporate resolutions

14. Form of Share Transfer Agreement: Template for future share transfers