The Stock Purchase Contract is a fundamental transaction document used in Swiss mergers and acquisitions to effectuate the transfer of company ownership through share sales. This document is essential when acquiring or selling shares in a Swiss company, whether it involves a complete or partial acquisition of shareholding. The agreement must comply with Swiss law, particularly the Swiss Code of Obligations and relevant financial market regulations. It typically includes detailed provisions on purchase price determination, payment mechanisms, representations and warranties, conditions precedent, and closing requirements. The document is particularly important for both private and public company transactions, though additional regulatory requirements may apply for listed companies. Its structure and content are designed to address specific Swiss legal requirements while incorporating international best practices in M&A transactions.
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1. Parties: Identification of the seller(s) and purchaser(s), including full legal names, registration details, and addresses
2. Background: Context of the transaction, including brief description of the target company and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms, including description of shares being sold and basic sale obligation
5. Purchase Price: Specification of purchase price, payment terms, and payment mechanics
6. Closing: Conditions precedent, closing mechanics, and timing
7. Seller's Representations and Warranties: Standard representations about share ownership, company status, financial statements, and business operations
8. Purchaser's Representations and Warranties: Basic representations about purchaser's capacity and authority to enter into the transaction
9. Pre-Closing Covenants: Obligations of parties between signing and closing, including conduct of business
10. Indemnification: Basic indemnification obligations for breach of representations, warranties, or covenants
11. Confidentiality: Obligations regarding confidential information and announcement of the transaction
12. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes
13. Miscellaneous: Standard boilerplate provisions including notices, amendments, and entire agreement
1. Earn-out Provisions: Include when purchase price includes performance-based additional payments
2. Employee Matters: Include when specific arrangements for key employees or employee benefits are required
3. Tax Matters: Include when specific tax allocations or indemnities are needed
4. Non-Competition: Include when seller needs to be restricted from competing post-closing
5. Transition Services: Include when seller will provide services to the company post-closing
6. Bank Financing: Include when purchase price is partially funded through bank financing
7. Escrow Arrangements: Include when portion of purchase price will be held in escrow
8. Environmental Matters: Include for companies with significant environmental exposure
9. Intellectual Property: Include when IP assets are material to the transaction
1. Schedule 1 - Company Information: Detailed information about the target company, including registration details and share capital structure
2. Schedule 2 - Shares Information: Detailed description of shares being sold, including share certificates numbers and shareholder history
3. Schedule 3 - Financial Statements: Recent financial statements of the target company
4. Schedule 4 - Material Contracts: List and copies of material contracts
5. Schedule 5 - Real Estate: Details of owned and leased real estate
6. Schedule 6 - Intellectual Property: List of IP rights owned or licensed by the company
7. Schedule 7 - Employee Information: List of employees and key employment terms
8. Schedule 8 - Pending Litigation: Details of any pending or threatened litigation
9. Schedule 9 - Disclosure Schedule: Exceptions to representations and warranties
10. Appendix A - Closing Deliverables: List of all documents to be delivered at closing
11. Appendix B - Form of Resignation Letters: Template resignation letters for departing directors
12. Appendix C - Form of Share Transfer Form: Template for Swiss share transfer forms
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