The Shareholder Buyout Agreement is a crucial document used when existing shareholders wish to exit a company by selling their shares to other shareholders or to the company itself. This document is particularly important in the Swiss legal context, where share transfers must comply with specific requirements under the Swiss Code of Obligations and related corporate laws. It is commonly used in scenarios such as retirement of founding members, resolution of shareholder disputes, or strategic restructuring of company ownership. The agreement covers essential elements including share valuation, payment terms, warranties, and tax implications, while ensuring compliance with both federal Swiss law and relevant cantonal regulations. It typically requires careful consideration of company articles, existing shareholder agreements, and any pre-emptive rights, making it a fundamental tool in Swiss corporate transactions.
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1. Parties: Identification of the selling shareholder(s), purchasing shareholder(s), and the company
2. Background: Context of the transaction, including current shareholding structure and reason for buyout
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase of Shares: Core transaction terms including number of shares, price, and class of shares being transferred
5. Purchase Price: Detailed terms of consideration, payment method, and timing
6. Completion: Process and requirements for closing the transaction
7. Seller's Warranties: Representations and warranties from the selling shareholder regarding ownership, authority, and company status
8. Buyer's Warranties: Representations and warranties from the purchasing shareholder regarding authority and financial capacity
9. Pre-Completion Obligations: Obligations of all parties between signing and completion
10. Confidentiality: Provisions regarding confidential information and announcements
11. Tax Matters: Allocation of tax liabilities and responsibilities
12. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction
13. Notices: Process for formal communications between parties
14. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Non-Compete Provisions: Restrictions on seller's future business activities - include when seller has key business knowledge
2. Earn-out Provisions: Additional payment terms based on future performance - include when price includes contingent payments
3. Management Transition: Terms for handover of management responsibilities - include when seller has management role
4. Intellectual Property Rights: Special provisions for IP transfer or licensing - include for technology companies
5. Employee Matters: Provisions regarding key employees - include when employment arrangements are affected
6. Bank Financing: Terms related to external financing - include when purchase is bank-financed
7. Shareholder Loans: Treatment of existing shareholder loans - include when relevant
8. Regulatory Approvals: Process for obtaining necessary regulatory approvals - include for regulated industries
1. Schedule 1: Share Details: Detailed information about the shares being transferred
2. Schedule 2: Company Information: Key company details including assets, contracts, and liabilities
3. Schedule 3: Completion Requirements: Checklist of documents and actions required for completion
4. Schedule 4: Warranties: Detailed warranties given by the seller
5. Schedule 5: Disclosure Letter: Seller's disclosures against the warranties
6. Schedule 6: Real Estate: Details of company's real estate holdings if applicable
7. Schedule 7: Intellectual Property: List of company's IP rights if applicable
8. Appendix A: Current Shareholding Structure: Chart showing current ownership structure
9. Appendix B: Post-Completion Shareholding Structure: Chart showing ownership structure after completion
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