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Assignment Of Shares Agreement
"I need an Assignment of Shares Agreement under Swiss law for transferring 1,000 ordinary shares in my tech startup to a venture capital investor, with completion scheduled for March 15, 2025, and including standard warranties and board approval requirements."
1. Parties: Identification of the Assignor (current shareholder) and Assignee (new shareholder), including full legal names and addresses
2. Background: Context of the transfer, including details about the company whose shares are being transferred and the reason for the transfer
3. Definitions: Definitions of key terms used throughout the agreement
4. Subject Matter of Assignment: Detailed description of the shares being transferred, including number, class, nominal value, and share certificate numbers if applicable
5. Purchase Price: The agreed consideration for the share transfer and payment terms
6. Completion: Details of when and how the transfer will be completed, including any conditions precedent
7. Representations and Warranties: Standard warranties from the Assignor regarding ownership, authority to sell, and status of the shares
8. Tax and Costs: Allocation of transfer taxes, stamp duties, and other transaction costs
9. Notices: Process for serving formal notices under the agreement
10. Governing Law and Jurisdiction: Confirmation of Swiss law as governing law and jurisdiction for disputes
11. Execution: Signature blocks and execution requirements
1. Board Approval: Required if the company's articles of association contain transfer restrictions requiring board approval
2. Spousal Consent: Required if the assignor is married and the shares are part of matrimonial property
3. Non-competition: Include if the Assignor is to be restricted from competing after the transfer
4. Confidentiality: Include if specific confidentiality obligations are required beyond completion
5. Tag-Along Rights: Include if other shareholders have tag-along rights that need to be addressed
6. Pre-emption Rights Waiver: Required if other shareholders have pre-emption rights that need to be waived
7. Further Assurance: Include if specific post-completion actions may be required
1. Share Details: Detailed description of the shares including certificate numbers, distinctive numbers, and any special rights
2. Company Information: Extract from the Commercial Register and key company details
3. Board Resolution: Copy of board resolution approving the transfer (if required)
4. Existing Shareholders' Waivers: Written waivers of pre-emption rights from other shareholders (if applicable)
5. Share Certificates: Copies of relevant share certificates to be transferred
6. Payment Details: Bank account and payment instruction details
7. Power of Attorney: If required for completing registration formalities
Authors
Financial Services
Technology
Manufacturing
Professional Services
Real Estate
Healthcare
Retail
Energy
Telecommunications
Construction
Agriculture
Transport & Logistics
Media & Entertainment
Education
Hospitality
Legal
Finance
Corporate Governance
Compliance
Executive Leadership
Company Secretariat
Mergers & Acquisitions
Investment
Business Development
Shareholder Relations
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Corporate Secretary
Legal Counsel
Corporate Lawyer
M&A Lawyer
Investment Manager
Finance Director
Company Director
Board Member
Compliance Officer
Corporate Governance Officer
Transaction Manager
Business Development Director
Private Equity Manager
Venture Capital Manager
Company Secretary
Shareholder Relations Manager
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