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The Forward Share Purchase Agreement is a specialized contract used when parties wish to agree on the sale and purchase of shares with settlement occurring at a future date. This type of agreement is particularly useful in corporate restructuring, strategic investments, or when parties want to lock in a future transaction while deferring the actual transfer. Under Swiss law, these agreements must comply with the Swiss Code of Obligations and, where applicable, the Financial Market Infrastructure Act and other relevant securities regulations. The document typically includes detailed provisions on purchase price mechanisms, conditions precedent, warranties, and completion requirements. It's commonly used in M&A transactions, corporate restructurings, and strategic investments where parties want to secure their future positions while allowing time for regulatory approvals, financing arrangements, or other preparatory measures.

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

2. Background: Context of the transaction, description of the target company and shares, and purpose of the forward purchase arrangement

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

4. Sale and Purchase: Core agreement to sell and purchase the shares at a future date, including description of shares being sold

5. Purchase Price: Specification of the purchase price, calculation method, and any adjustments

6. Forward Element and Settlement Date: Details of the forward nature of the transaction, including settlement date and any interim obligations

7. Conditions Precedent: Conditions that must be satisfied before the obligation to complete the purchase becomes binding

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

9. Completion: Mechanics and requirements for closing the transaction, including deliverables and timing

10. Warranties and Representations: Standard warranties from both parties, including title, capacity, and authority

11. Covenants: Ongoing obligations of the parties, including any restrictions on the seller

12. Termination: Circumstances under which the agreement can be terminated and consequences

13. Confidentiality: Obligations regarding confidential information and announcements

14. Notices: Process and requirements for formal communications between parties

15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement