An Equity Interest Purchase Agreement is a crucial document used in mergers and acquisitions transactions under Swiss law when one party wishes to acquire ownership interests in a company from existing owner(s). This agreement serves as the primary transaction document, outlining all essential terms including the purchase price, payment mechanisms, representations and warranties, and conditions precedent. The document must comply with Swiss legal requirements, particularly the Swiss Code of Obligations and relevant corporate laws. It typically results from extensive negotiations and due diligence, incorporating specific provisions to address findings and risk allocations. The agreement is structured to protect both parties' interests while ensuring a smooth transfer of ownership and clear post-closing obligations. Its provisions must be carefully drafted to account for Swiss-specific legal requirements regarding share transfers, corporate governance, and regulatory approvals.
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1. Parties: Identification of the seller(s) and purchaser(s) with full legal names and addresses
2. Background: Context of the transaction, description of the target company, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including description of equity interests being sold and basic purchase obligation
5. Purchase Price: Specification of purchase price, payment terms, and any price adjustment mechanisms
6. Conditions Precedent: Conditions that must be satisfied before completion of the transaction
7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including conduct of business requirements
8. Completion: Mechanics of closing, including timing, location, and actions required at completion
9. Warranties: Seller's representations and warranties regarding the company and the equity interests
10. Limitations on Liability: Limitations on warranty claims and general liability caps
11. Indemnification: Indemnification obligations and procedures for both parties
12. Confidentiality: Obligations regarding confidential information and public announcements
13. Notices: Process and requirements for formal communications between parties
14. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and entire agreement
15. Signing: Execution blocks for all parties
1. Security for Claims: Used when there is an escrow arrangement or bank guarantee to secure warranty or indemnity claims
2. Non-Competition: Include when sellers need to be restricted from competing with the target business
3. Employee Matters: Required when specific employee arrangements or protections need to be addressed
4. Tax Covenant: Include when specific tax arrangements or indemnities are required
5. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
6. Transitional Services: Include when seller will provide services to the target company post-completion
7. Real Estate Matters: Required when the target company owns significant real estate assets (particularly relevant under Lex Koller)
8. Intellectual Property Rights: Include when IP assets are material to the transaction
1. Details of the Target Company: Corporate information, shareholding structure, and key corporate documents
2. Warranties: Detailed warranties given by the seller
3. Disclosed Information: List of documents and information disclosed against the warranties
4. Properties: Details of real estate owned or leased by the target company
5. Intellectual Property: List of IP rights owned or licensed by the target company
6. Material Contracts: Summary of key contracts affecting the target company
7. Employees: List of employees and their key employment terms
8. Completion Actions: Detailed list of actions to be taken at completion
9. Form of Resignation Letters: Template resignation letters for outgoing directors
10. Form of Share Transfer Forms: Template documentation for transferring the shares
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