Agreement For Sale Of Shares

Agreement For Sale Of Shares Template for Switzerland

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Key Requirements PROMPT example:

"I need an Agreement For Sale Of Shares for the acquisition of a Swiss pharmaceutical company, where 75% of shares will be purchased immediately and the remaining 25% through an earn-out structure over 18 months, with completion planned for March 2025."

Document background

The Agreement For Sale Of Shares is a crucial document used in corporate transactions under Swiss law when transferring ownership of shares from one party to another. It is particularly relevant in mergers and acquisitions, corporate restructurings, and investment transactions. The agreement must comply with the Swiss Code of Obligations and other relevant Swiss legislation, including securities regulations and corporate law requirements. It typically contains detailed provisions covering the sale terms, warranties, indemnities, conditions precedent, and completion mechanics. This document is essential for both private and public company transactions, though additional requirements may apply for publicly listed companies. The agreement serves to protect both parties' interests while ensuring legal compliance and providing a clear framework for the transaction's execution.

Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s) with full legal names and addresses

2. Background: Context of the transaction, including brief description of the target company and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including number of shares, purchase price, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before completion of the sale

6. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements

7. Completion: Details of the completion process, timing, and deliverables

8. Warranties and Representations: Seller's warranties about the company, shares, and authority to sell

9. Limitations on Liability: Limitations on warranty claims and general liability caps

10. Tax Indemnities: Specific indemnities relating to tax matters

11. Confidentiality: Obligations regarding confidential information

12. Announcements: Rules for public announcements about the transaction

13. Further Assurance: Obligation to take further actions necessary to give effect to the agreement

14. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction for disputes

15. Notices: Process and requirements for formal notices under the agreement

16. Execution: Signature blocks and execution formalities

Optional Sections

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

2. Non-Compete and Non-Solicitation: Include when sellers need to be restricted from competing or soliciting employees/customers

3. Transitional Services: Include when seller will provide services to company post-completion

4. Break Fee: Include when parties want to specify compensation if deal fails

5. Material Adverse Change: Include when buyer wants right to withdraw if material adverse changes occur

6. Escrow Arrangements: Include when part of purchase price will be held in escrow

7. Minority Shareholder Provisions: Include when not all shares are being purchased

8. Foreign Investment Approval: Include when transaction requires foreign investment approval

9. Bank Financing: Include when purchase is contingent on securing financing

Suggested Schedules

1. Details of the Company: Corporate information, share capital structure, and subsidiaries

2. Warranties: Detailed warranties about the company, business, and shares

3. Properties: List and details of real estate owned or leased

4. Intellectual Property: List of IP rights, registrations, and licenses

5. Material Contracts: Summary of key contracts and arrangements

6. Employees: Details of key employees and employment terms

7. Financial Statements: Recent financial statements and management accounts

8. Completion Deliverables: List of documents and items to be delivered at completion

9. Permitted Leakage: Agreed exceptions to no leakage covenant in locked box deals

10. Data Room Index: Index of due diligence materials provided

Authors

Alex Denne

Head of Growth (Open Source Law) @ ��Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Healthcare

Retail

Professional Services

Energy

Telecommunications

Consumer Goods

Industrial

Media and Entertainment

Transportation and Logistics

Agriculture

Pharmaceuticals

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Corporate Secretariat

Executive Leadership

Treasury

Risk Management

Strategy

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

M&A Director

Investment Banker

Corporate Development Manager

Financial Controller

Tax Director

Company Secretary

Board Director

Managing Director

Head of Legal

Chief Operating Officer

Investment Director

Partner (Law Firm)

Senior Associate (Law Firm)

Due Diligence Manager

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Let's create your Agreement For Sale Of Shares

Authors

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