The Equity Purchase Agreement is a crucial document used in Swiss corporate transactions to formalize the sale and purchase of company shares. It is primarily used in private M&A transactions where one party wishes to acquire ownership in a company through the purchase of its equity shares. The agreement must comply with Swiss law, particularly the Swiss Code of Obligations and relevant corporate regulations. It typically includes comprehensive details about the transaction structure, purchase price and payment terms, representations and warranties, conditions precedent, and closing mechanisms. The document is essential for both domestic Swiss transactions and cross-border deals involving Swiss entities, requiring careful consideration of Swiss-specific legal requirements such as form requirements for share transfers, competition law aspects, and potential restrictions under special regulations like Lex Koller for real estate-holding companies.
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1. Parties: Identification of buyer, seller, and any other parties to the agreement
2. Background: Context of the transaction and basic information about the target company
3. Definitions and Interpretation: Defined terms and rules of interpretation
4. Sale and Purchase: Core transaction terms including shares being sold and basic consideration
5. Purchase Price: Detailed price provisions, including any adjustments and payment mechanics
6. Conditions Precedent: Conditions that must be satisfied before closing
7. Pre-Closing Obligations: Parties' obligations between signing and closing
8. Closing: Closing mechanics, deliverables, and timing
9. Representations and Warranties: Seller's and buyer's representations about the company and transaction
10. Indemnification: Compensation mechanisms for breach of warranties or other obligations
11. Covenants: Ongoing obligations of the parties
12. Termination: Circumstances under which agreement can be terminated and consequences
13. Confidentiality: Protection of confidential information
14. Notices: Communication procedures between parties
15. General Provisions: Standard boilerplate including governing law, jurisdiction, entire agreement
1. Purchase Price Adjustment: Detailed mechanisms for post-closing price adjustments based on financial metrics
2. Earn-out Provisions: Additional payment terms based on future performance
3. Employee Matters: Specific provisions relating to employee retention and benefits
4. Tax Matters: Specific tax indemnities and allocations of tax liability
5. Non-Competition: Restrictions on seller's future competitive activities
6. Transition Services: Services provided by seller post-closing
7. Intellectual Property: Special provisions for IP transfer and protection
8. Real Estate Matters: Special provisions if company owns significant real estate (Lex Koller considerations)
9. Regulatory Compliance: Industry-specific regulatory requirements
10. Environmental Matters: Environmental representations and indemnities for relevant industries
1. Shares Description: Detailed description of shares being transferred
2. Company Information: Corporate details, subsidiaries, and shareholding structure
3. Disclosed Information: List of documents provided in due diligence
4. Real Estate: List of owned and leased properties
5. Material Contracts: Summary of key contracts
6. Intellectual Property: List of IP rights owned or licensed
7. Employee Information: List of employees and key terms
8. Pending Litigation: Details of ongoing legal proceedings
9. Required Consents: Third-party consents needed for transaction
10. Encumbrances: List of existing liens and encumbrances
11. Closing Deliverables: List of documents to be delivered at closing
12. Form of Transfer Documents: Templates for share transfer forms and corporate resolutions
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Manufacturing
Technology
Real Estate
Healthcare
Retail
Professional Services
Energy
Transportation
Telecommunications
Consumer Goods
Media & Entertainment
Agriculture
Construction
Hospitality
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Risk & Compliance
Business Development
Corporate Secretariat
Treasury
Tax
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
Managing Director
Investment Director
Legal Counsel
M&A Manager
Corporate Secretary
Finance Director
Business Development Manager
Risk Manager
Compliance Officer
Board Member
Transaction Manager
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