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Share Price Agreement
"I need a Share Price Agreement under Swiss law for a private technology company sale, with EBITDA-based valuation methodology and completion expected by March 2025."
1. Parties: Identification of all parties to the agreement, including the seller(s), buyer(s), and any guarantors
2. Background: Context of the agreement, including description of the company, share ownership, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Subject Matter: Description of the shares subject to the agreement, including class, number, and nominal value
5. Price Determination: Mechanism and methodology for determining the share price, including calculation formulas and timing
6. Payment Terms: Terms and conditions for payment, including timing, method, and currency
7. Representations and Warranties: Standard representations and warranties regarding authority, ownership, and accuracy of information
8. Conditions Precedent: Any conditions that must be satisfied before the agreement becomes effective
9. Completion Mechanics: Process and requirements for completing the share price determination and payment
10. Confidentiality: Obligations regarding confidential information shared during the price determination process
11. Notices: Process for giving formal notices under the agreement
12. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes
1. Expert Determination: Procedures for appointing and utilizing expert determination in case of pricing disputes
2. Market Disruption: Provisions addressing situations where market conditions affect price determination (particularly for listed shares)
3. Tag-Along Rights: Rights of minority shareholders to participate in share transfers at the same price
4. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in a sale
5. Price Adjustment: Mechanisms for adjusting the price based on specific events or conditions
6. Foreign Exchange Provisions: Required when payment currency differs from company's operating currency
7. Tax Provisions: Specific provisions regarding tax implications and responsibilities
8. Multiple Share Classes: Special provisions for agreements involving different classes of shares
9. Earn-out Provisions: Terms for additional payments based on future performance
1. Share Details: Detailed information about the shares, including share certificates numbers and shareholding history
2. Price Calculation Formula: Detailed mathematical formula and methodology for price calculation
3. Company Financial Statements: Relevant financial statements used for price determination
4. Valuation Reports: Any third-party valuation reports or opinions
5. Completion Checklist: List of actions and documents required for completion
6. Form of Transfer Documentation: Template forms for share transfer documentation
7. Expert Determination Rules: Detailed rules and procedures for expert determination process
8. Required Corporate Approvals: List of required board and shareholder approvals
Authors
Financial Services
Private Equity
Investment Banking
Corporate Services
Professional Services
Manufacturing
Technology
Real Estate
Healthcare
Retail
Energy
Infrastructure
Telecommunications
Legal
Finance
Corporate Development
Mergers & Acquisitions
Investment
Treasury
Corporate Secretariat
Tax
Compliance
Business Development
Chief Executive Officer
Chief Financial Officer
Corporate Development Director
Head of Mergers & Acquisitions
Investment Director
Legal Counsel
Corporate Lawyer
Finance Director
Investment Manager
Transaction Manager
Company Secretary
Financial Controller
Business Development Director
Private Equity Manager
Shareholder Relations Manager
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