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Share Purchase And Transfer Agreement

Share Purchase And Transfer Agreement Template for Germany

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Key Requirements PROMPT example:

Share Purchase And Transfer Agreement

"I need a Share Purchase and Transfer Agreement under German law for the acquisition of a medium-sized GmbH technology company, with an earn-out structure based on 2025 performance targets and specific IP warranties."

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Document background
The Share Purchase and Transfer Agreement is a crucial document in German M&A transactions, used when transferring ownership of shares in a company. Under German law, this agreement requires specific formalities, including notarization for GmbH share transfers, and must address particular requirements of German corporate and commercial law. The document is typically used in both private and public company acquisitions, though requirements vary depending on the company type. It includes detailed provisions on purchase price mechanics, warranties, indemnities, closing conditions, and post-closing obligations. The agreement must comply with German Civil Code (BGB) and, depending on the company type, the Limited Liability Companies Act (GmbHG) or Stock Corporation Act (AktG). It serves as the cornerstone document in share acquisition transactions, protecting both parties' interests while ensuring legal compliance.
Suggested Sections

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

2. Background: Context of the transaction, description of the target company, and current shareholding structure

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

4. Sale and Purchase of Shares: Core transaction terms including number of shares, percentage of ownership being transferred, and purchase price

5. Purchase Price: Detailed provisions on the purchase price, payment terms, and payment mechanics

6. Closing Conditions: Conditions precedent to closing, including regulatory approvals and third-party consents

7. Closing: Mechanics and timing of the closing, including required actions and deliverables

8. Seller's Warranties: Representations and warranties given by the seller regarding the shares and the target company

9. Purchaser's Warranties: Basic representations and warranties given by the purchaser

10. Warranty Claims: Procedures and limitations for making claims under the warranties

11. Covenants: Pre-closing and post-closing obligations of the parties

12. Taxes: Tax-related provisions, including tax indemnities and allocations

13. Confidentiality: Obligations regarding confidential information and announcement of the transaction

14. Governing Law and Jurisdiction: Choice of German law and jurisdiction provisions

15. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability

Optional Sections

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

2. Employee Matters: Include when specific arrangements for key employees or general workforce are required

3. Real Estate: Include when the target company owns significant real estate assets requiring specific provisions

4. Intellectual Property: Include when IP assets are material to the transaction

5. Bank Financing: Include when the purchase is partially financed through bank loans

6. Competition Compliance: Include when the transaction requires merger control clearance

7. Environmental Matters: Include for companies with significant environmental risks or compliance requirements

8. Transitional Services: Include when post-closing services from seller are required

9. Non-Compete and Non-Solicitation: Include when restrictions on seller's future activities are required

10. Break Fee: Include when parties agree on compensation if the deal fails under specific circumstances

Suggested Schedules

1. Share Information: Details of the shares being transferred, including share certificates and shareholder register excerpts

2. Corporate Documents: Copies of articles of association, commercial register excerpts, and other corporate documents

3. Disclosure Schedule: Exceptions and qualifications to the warranties

4. Financial Statements: Recent financial statements and management accounts of the target company

5. Material Contracts: List and copies of important contracts of the target company

6. Real Estate Schedule: Details of owned and leased properties

7. Intellectual Property Schedule: List of IP rights owned or licensed by the target company

8. Employee Schedule: List of employees and their key employment terms

9. Pension Schemes: Details of pension arrangements and commitments

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

11. Form of Closing Confirmation: Template for the closing confirmation document

12. Powers of Attorney: Forms of powers of attorney required for closing

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions














































































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Relevant Industries

Manufacturing

Technology

Financial Services

Real Estate

Healthcare

Retail

Energy

Telecommunications

Professional Services

Construction

Automotive

Consumer Goods

Industrial

Media and Entertainment

Life Sciences

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Corporate Secretariat

Treasury

Business Development

Due Diligence

Integration

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Lawyer

M&A Director

Investment Manager

Finance Director

Corporate Development Manager

Due Diligence Manager

Transaction Manager

Company Secretary

Business Development Director

Integration Manager

Risk 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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