The Shareholder Sale Agreement is a fundamental document used in Swiss corporate transactions when existing shareholders wish to sell their shares to other parties. It is particularly important in private company transactions and must comply with Swiss law requirements, especially the Swiss Code of Obligations. The agreement covers all aspects of the share transfer, including purchase price determination, payment mechanisms, warranties about the company's condition, and various protections for both buyers and sellers. It's essential for both full and partial exits, and can be used for both strategic sales and financial investor transactions. The document typically requires input from various professional advisors and often includes complex provisions around tax, regulatory compliance, and post-completion obligations. When drafting a Shareholder Sale Agreement, particular attention must be paid to Swiss-specific requirements regarding share transfer formalities, corporate governance, and securities regulations.
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1. Parties: Identification of the Seller(s), Purchaser(s), and the Company whose shares are being sold, including full legal names, registration details, and addresses
2. Background: Context of the transaction, current shareholding structure, and purpose of the agreement
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including number of shares, purchase price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals and third-party consents
6. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
7. Completion: Mechanics of closing, including timing, location, and actions required by each party
8. Seller's Warranties: Representations and warranties given by the seller regarding the shares, company, and business
9. Purchaser's Warranties: Basic warranties from the purchaser regarding capacity and authority to enter into the transaction
10. Limitations on Liability: Limitations on warranty claims and general liability caps
11. Tax Matters: Tax-related provisions, including allocations of responsibility and tax indemnities
12. Confidentiality: Obligations regarding transaction confidentiality and company information
13. Announcements: Requirements for public statements about the transaction
14. Further Assurance: Obligations to take additional actions necessary to give effect to the agreement
15. Notices: Process for formal communications between parties
16. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes
17. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
18. Execution: Signature blocks and execution formalities
1. Non-Competition and Non-Solicitation: Restrictions on seller's future activities, used when seller has key business knowledge
2. Earn-out Provisions: Structure for additional payments based on future performance, used in transactions with contingent consideration
3. Management Provisions: Terms regarding ongoing management, used when sellers retain management roles
4. Shareholder Loans: Treatment of existing shareholder loans, used when such loans exist
5. Break Fee: Compensation if deal fails, used in larger or complex transactions
6. Swiss-Specific Transfer Restrictions: Special provisions required for regulated industries or specific share types
7. Data Protection: Specific provisions regarding personal data transfer, used when significant personal data is involved
8. Employee Matters: Special provisions regarding employees, used when employment arrangements are affected
9. Intellectual Property: Specific IP-related provisions, used when IP is a key asset
10. Real Estate: Property-specific provisions, used when company owns significant real estate
1. Details of the Company: Complete corporate information including registration details, share capital structure
2. Shares Being Sold: Detailed description of shares including share certificates numbers and any special rights
3. Warranties: Detailed warranties regarding the company, business, and shares
4. Limitation on Warranties: Detailed exceptions and limitations to warranties
5. Properties: List and details of company real estate
6. Intellectual Property: Schedule of IP rights owned or licensed by the company
7. Material Contracts: List and summary of key business contracts
8. Employee Information: Details of key employees and employment terms
9. Completion Requirements: Detailed list of completion deliverables and actions
10. Data Room Index: Index of due diligence materials provided
11. Disclosed Matters: Specific disclosures against warranties
12. Form of Resignation Letters: Template resignation letters for departing directors
13. Form of Power of Attorney: Template power of attorney for share transfer
14. Bank Account Details: Payment account information for completion
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