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The Equity Repurchase Agreement is a crucial document used when a Swiss company seeks to buy back its own shares from existing shareholders. This transaction type is common in various scenarios, including capital structure optimization, excess cash utilization, or shareholder exit arrangements. The agreement must comply with Swiss corporate law, particularly the share capital maintenance requirements under the Swiss Code of Obligations, and may require special attention to regulatory requirements if the company is listed. The document typically includes detailed provisions on valuation, payment terms, warranties, and tax implications, while ensuring compliance with Swiss financial market regulations and corporate governance standards. It's particularly important to address requirements around freely disposable equity and maximum shareholding limits under Swiss law.

1. Parties: Identification of the company purchasing its shares and the selling shareholder(s)

2. Background: Context of the share repurchase, including the company's authority to repurchase shares and relevant corporate approvals

3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including number of shares, class of shares, and agreement to sell and purchase

5. Purchase Price: Amount, calculation method, and currency of the purchase price

6. Completion: Timing, location, and mechanics of the transfer

7. Conditions Precedent: Conditions that must be satisfied before completion

8. Seller's Warranties: Representations about share ownership, authority to sell, and absence of encumbrances

9. Company's Warranties: Representations about corporate authority and compliance with laws

10. Tax Provisions: Treatment of taxes, including withholding requirements and stamp duty

11. Confidentiality: Obligations to keep the transaction and its terms confidential

12. Notices: Process for formal communications between parties

13. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction for disputes