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Agreement For Transfer Of Shares
"I need an Agreement For Transfer Of Shares under Swiss law for the sale of 100% of shares in my technology startup to a corporate buyer, with completion scheduled for March 2025 and including earn-out provisions based on revenue targets."
1. Parties: Identification of the Seller(s) and Buyer(s) with full legal names and addresses
2. Background: Context of the transaction, including details of the company whose shares are being transferred
3. Definitions: Definitions of key terms used throughout the agreement
4. Subject Matter of Transfer: Details of the shares being transferred, including number, class, and nominal value
5. Purchase Price: Specification of the purchase price, currency, and payment terms
6. Closing: Conditions precedent, closing mechanics, and timing
7. Transfer Mechanics: Process for executing the transfer, including share certificates and registration requirements
8. Seller's Representations and Warranties: Standard representations regarding share ownership, authority to sell, and company status
9. Buyer's Representations and Warranties: Representations regarding authority to purchase and financial capacity
10. Taxes and Costs: Allocation of transfer taxes, stamp duties, and transaction costs
11. Confidentiality: Obligations regarding transaction confidentiality and announcements
12. Notices: Process and contact details for formal communications between parties
13. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes
14. Execution: Signature blocks and execution requirements
1. Price Adjustment: Mechanisms for post-closing price adjustments based on company performance or accounts
2. Non-Competition: Restrictions on seller's future competitive activities, if applicable
3. Board Changes: Provisions for changes in board composition following the transfer
4. Earn-out Provisions: Structure for additional payments based on future performance
5. Tag-Along Rights: Rights of minority shareholders to join the transfer
6. Drag-Along Rights: Rights to force minority shareholders to join the transfer
7. Employee Matters: Provisions regarding key employees or management retention
8. Intellectual Property: Special provisions regarding IP rights and transfers
9. Escrow Arrangements: Structure for holding funds in escrow for indemnification or adjustments
1. Share Details: Detailed description of shares including certificate numbers and shareholding history
2. Company Information: Key company details including registration numbers, address, and capital structure
3. Disclosure Schedule: Exceptions to representations and warranties
4. Required Consents: List of third-party consents required for the transfer
5. Encumbrances: Details of any existing liens or encumbrances on the shares
6. Board Resolutions: Copies of relevant board approvals for the transfer
7. Shareholder Resolutions: Copies of any required shareholder approvals
8. Form of Share Transfer Instruments: Templates for share certificates or transfer forms
9. Payment Schedule: Detailed payment terms and installment schedule if applicable
Authors
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Professional Services
Retail
Energy
Transportation
Telecommunications
Construction
Agriculture
Mining
Education
Media and Entertainment
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Corporate Governance
Treasury
Tax
Business Development
Investment
Corporate Secretary Office
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Legal Director
Company Secretary
Corporate Development Manager
Investment Manager
Managing Director
Finance Director
Business Development Director
Compliance Officer
Risk Manager
Board Member
Corporate Governance Officer
M&A Director
Private Equity Manager
Investment Banker
Transaction Advisory Manager
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