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Share Price Agreement Template for Switzerland

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Key Requirements PROMPT example:

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."

Document background
The Share Price Agreement is a crucial document used in Swiss corporate transactions to establish and regulate the process of determining share prices between parties. This agreement is particularly relevant in scenarios involving private company sales, corporate restructurings, shareholder exits, and M&A transactions. It operates within the framework of Swiss law, specifically the Swiss Code of Obligations and relevant financial market regulations. The document typically includes detailed mechanisms for price calculation, potential adjustments, payment terms, and dispute resolution procedures. A Share Price Agreement becomes essential when parties need a clear, legally binding framework for determining share values, especially in situations involving complex valuation methods, multiple share classes, or when the price determination depends on various financial or performance metrics. The agreement helps prevent future disputes by providing clarity on the valuation process and ensuring all parties understand their rights and obligations under Swiss law.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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










































Clauses
































Relevant Industries

Financial Services

Private Equity

Investment Banking

Corporate Services

Professional Services

Manufacturing

Technology

Real Estate

Healthcare

Retail

Energy

Infrastructure

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Investment

Treasury

Corporate Secretariat

Tax

Compliance

Business Development

Relevant Roles

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

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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