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Company Acquisition Agreement
"I need a Company Acquisition Agreement under Swiss law for the purchase of a small technology consulting firm based in Zurich, with a planned closing date of March 15, 2025; the transaction will be a straightforward share purchase with no earn-out provisions."
1. Parties: Identification of the seller(s) and buyer(s), including full legal names, registration details, and addresses
2. Background: Context of the transaction, 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 what is being sold (shares/assets) and the basic agreement to sell and purchase
5. Purchase Price: Details of the consideration, including amount, payment method, and any price adjustment mechanisms
6. Closing Conditions: Conditions precedent that must be satisfied before the transaction can complete
7. Pre-Closing Obligations: Obligations of the parties between signing and closing, including conduct of business requirements
8. Closing: Mechanics of the closing process, including actions and deliverables required at closing
9. Representations and Warranties: Seller's and buyer's warranties about the business, shares, and their capacity to enter into the transaction
10. Indemnification: Remedies and procedures for breach of warranties or other obligations
11. Limitations of Liability: Limitations on warranty claims and other liability caps and exclusions
12. Confidentiality: Obligations regarding confidential information and announcements
13. Governing Law and Jurisdiction: Confirmation of Swiss law governance and jurisdiction provisions
14. Miscellaneous: Standard boilerplate provisions including notices, entire agreement, and amendments
1. Real Estate Provisions: Required when the target company owns real estate and Lex Koller considerations apply
2. Employee Matters: Detailed provisions about employee transfers and consultations, required when significant workforce is involved
3. Intellectual Property: Specific provisions for IP-heavy businesses or when IP transfers require special attention
4. Bank Financing: Required when the purchase is subject to external financing arrangements
5. Competition Clearance: Detailed provisions required when the transaction needs competition authority approval
6. Tax Indemnity: Specific tax-related indemnities, particularly relevant in share deals or complex corporate structures
7. Earn-out Provisions: Required when part of the purchase price is contingent on future performance
8. Environmental Matters: Required for industries with significant environmental risks or liabilities
9. Transitional Services: Required when post-closing services need to be provided between parties
1. Target Company Information: Detailed information about the target company including corporate documents and structure
2. Disclosed Information: List of documents provided in due diligence and disclosure
3. Properties: Details of owned and leased real estate
4. Material Contracts: List and copies of key contracts affecting the business
5. Intellectual Property: Schedule of IP rights owned or licensed by the target
6. Employee Information: Details of employees, benefits, and employment terms
7. Permitted Leakage: List of permitted value extractions in locked box mechanisms
8. Required Consents: List of third-party and regulatory consents required
9. Closing Deliverables: Detailed list of documents and actions required at closing
10. Form of Closing Documents: Templates of various certificates and other closing documents
Authors
Financial Services
Manufacturing
Technology
Real Estate
Healthcare
Retail
Professional Services
Energy
Telecommunications
Construction
Transportation
Consumer Goods
Industrial
Life Sciences
Media and Entertainment
Legal
Finance
Corporate Development
Mergers & Acquisitions
Board of Directors
Executive Leadership
Tax
Human Resources
Risk Management
Compliance
Corporate Secretariat
Integration Management
Due Diligence
Treasury
Corporate Communications
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Corporate Development Director
Head of Mergers & Acquisitions
Legal Director
Finance Director
Managing Director
Board Member
Company Secretary
Integration Director
Due Diligence Manager
Transaction Manager
Corporate Lawyer
Investment Banker
Financial Controller
Tax Director
HR Director
Risk Manager
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