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Security Purchase Agreement Template for Switzerland

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Key Requirements PROMPT example:

Security Purchase Agreement

"I need a Security Purchase Agreement under Swiss law for the acquisition of 10,000 shares of private company stock, with payment in installments and the final payment due March 15, 2025; the agreement should include earn-out provisions based on revenue targets."

Document background
The Security Purchase Agreement serves as the primary transaction document for securities transfers under Swiss law, whether for private or public company securities, debt instruments, or other financial instruments. This agreement is essential when conducting securities transactions in Switzerland, particularly when dealing with regulated securities or when the transaction requires compliance with Swiss financial market regulations. The document typically includes detailed provisions about the securities being transferred, purchase price mechanisms, representations and warranties, regulatory compliance requirements, and closing conditions. It must comply with Swiss regulatory requirements, including those set by FINMA (Swiss Financial Market Supervisory Authority) and relevant provisions of the Swiss Code of Obligations. This agreement is commonly used in corporate acquisitions, investment transactions, restructuring deals, and private equity investments where Swiss law governs the transaction.
Suggested Sections

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

2. Background: Context of the transaction, including description of the securities being sold and basic transaction structure

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including the securities being sold and purchase price

5. Purchase Price and Payment: Detailed terms of consideration, payment method, and timing

6. Conditions Precedent: Conditions that must be satisfied before closing occurs

7. Closing: Mechanics and requirements for completing the transaction

8. Seller's Representations and Warranties: Statements of fact and assurances from the seller about the securities and related matters

9. Buyer's Representations and Warranties: Statements of fact and assurances from the buyer, including ability to complete the purchase

10. Covenants: Ongoing obligations of the parties before and after closing

11. Indemnification: Terms for compensating parties for losses arising from breaches or other specified events

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

13. Confidentiality: Obligations regarding non-disclosure of transaction information

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

15. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes

16. Miscellaneous: Standard boilerplate provisions including amendments, waivers, and severability

17. Execution: Signature blocks and execution requirements

Optional Sections

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

2. Multiple Closings: Required when the transaction will close in stages

3. Tag-Along Rights: Included when minority shareholders need protection in future sales

4. Drag-Along Rights: Used when majority shareholders need the ability to force minority participation in future sales

5. Regulatory Compliance: Specific section for detailed regulatory requirements when dealing with regulated securities

6. Employee Matters: Included when the securities purchase affects employee rights or benefits

7. Tax Matters: Detailed tax provisions when specific tax structures or consequences need to be addressed

8. Transition Services: Required when post-closing services will be provided by seller

9. Non-Competition: Used when seller restrictions are needed post-closing

Suggested Schedules

1. Schedule of Securities: Detailed description of securities being purchased, including certificate numbers and classes

2. Disclosure Schedule: Exceptions and qualifications to representations and warranties

3. Required Consents: List of third-party and governmental approvals needed

4. Encumbrances: List of any existing liens or encumbrances on the securities

5. Form of Transfer Documents: Templates for share transfers and other required documentation

6. Closing Checklist: List of all documents and actions required for closing

7. Purchase Price Calculation: Detailed breakdown of purchase price components and adjustments

8. Regulatory Filings: Forms and notifications required under Swiss law

9. Corporate Documents: Relevant corporate resolutions and authorizations

Authors

Alex Denne

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

Relevant legal definitions


















































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Relevant Industries

Financial Services

Banking

Investment Management

Private Equity

Venture Capital

Technology

Manufacturing

Real Estate

Healthcare

Energy

Telecommunications

Professional Services

Insurance

Asset Management

Relevant Teams

Legal

Finance

Compliance

Corporate Development

Risk Management

Investment

Treasury

Tax

Corporate Secretariat

Regulatory Affairs

Due Diligence

Securities Operations

Board Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Investment Manager

Compliance Officer

Legal Counsel

Investment Director

Transaction Manager

Due Diligence Manager

Financial Controller

Risk Manager

Corporate Development Director

M&A Director

Board Member

Securities Trading Manager

Regulatory Compliance Manager

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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