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Share Buyout Agreement
"I need a Share Buyout Agreement under Swiss law for the purchase of 100% shares in a private technology company, with completion scheduled for March 2025 and including standard warranties and representations."
1. Parties: Identification of the seller(s) and buyer(s), including full legal names, addresses, and registration details for corporate entities
2. Background: Context of the transaction, including description of the company whose shares are being sold and the purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase of Shares: Core transaction terms including number of shares, price per share, and total consideration
5. Purchase Price and Payment: Detailed payment terms, method of payment, and any adjustments to the purchase price
6. Conditions Precedent: Conditions that must be satisfied before completion of the share transfer
7. Completion: Details of the completion process, timing, and actions to be taken at completion
8. Seller's Warranties: Warranties given by the seller regarding their capacity to sell, ownership of shares, and company status
9. Buyer's Warranties: Warranties given by the buyer regarding their capacity and authority to enter into the agreement
10. Indemnification: Provisions for compensation in case of breach of warranties or other obligations
11. Confidentiality: Obligations regarding confidential information and announcements
12. Notices: Process and requirements for formal communications between parties
13. Governing Law and Jurisdiction: Confirmation of Swiss law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
1. Pre-Completion Covenants: Obligations of parties between signing and completion, used when there is a gap between signing and closing
2. Post-Completion Covenants: Ongoing obligations after completion, used when continued cooperation is needed
3. Non-Competition: Restrictions on seller's future business activities, used when protecting company's business interests is crucial
4. Tax Provisions: Detailed tax-related provisions, used when specific tax implications need to be addressed
5. Employee Matters: Provisions regarding employees and management, used when employment aspects are significant
6. Intellectual Property Rights: Special provisions for IP rights, used when IP is a significant company asset
7. Earn-out Provisions: Structure for additional payments based on future performance, used when part of purchase price is contingent
8. Bank Financing: Provisions related to external financing, used when purchase is partially bank-financed
1. Share Details: Details of shares being transferred including share certificates numbers and shareholding history
2. Company Information: Key information about the company including corporate structure and financial statements
3. Warranties: Detailed list of warranties given by the seller
4. Completion Requirements: Checklist of documents and actions required for completion
5. Encumbrances: List of any existing encumbrances on the shares
6. Material Contracts: List and copies of material contracts of the company
7. Property Schedule: Details of company's real estate assets if applicable
8. Intellectual Property: List of company's IP rights and registrations
Authors
Financial Services
Manufacturing
Technology
Real Estate
Professional Services
Healthcare
Retail
Energy
Transportation
Telecommunications
Consumer Goods
Industrial
Agriculture
Construction
Media and Entertainment
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Risk Management
Corporate Secretariat
Treasury
Business Development
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Finance Director
Managing Director
Board Member
Compliance Officer
Investment Manager
Corporate Development Manager
M&A Director
Tax Director
Financial Controller
Business Development Director
Risk Manager
Shareholder Relations Manager
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