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Merger And Acquisition Agreement
"I need a Merger And Acquisition Agreement for a straightforward share purchase of a Swiss technology startup, where our German parent company is acquiring 100% of shares, with closing expected by March 2025."
1. Parties: Identification of the buyer(s) and seller(s), including full legal names and addresses
2. Background: Context of the transaction, description of the target company/business, and transaction rationale
3. Definitions: Defined terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including what is being sold (shares/assets) and basic mechanics
5. Purchase Price: Consideration details, including amount, form of payment, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before closing
7. Pre-Closing Covenants: Obligations of parties between signing and closing, including conduct of business
8. Closing: Mechanics of closing, including timing, location, and deliverables
9. Representations and Warranties: Seller's and buyer's representations about the business, transaction, and authority
10. Indemnification: Rights and obligations regarding compensation for losses arising from breaches
11. Tax Matters: Allocation of tax liabilities and obligations
12. Employee Matters: Treatment of employees and related liabilities
13. Confidentiality: Obligations regarding confidential information
14. Governing Law and Jurisdiction: Choice of Swiss law and jurisdiction provisions
15. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
1. Earn-out Provisions: Used when part of purchase price is contingent on future performance
2. Competition Restrictions: Non-compete and non-solicitation provisions, if applicable
3. Intellectual Property: Specific provisions for IP transfer and protection, relevant for technology companies
4. Real Estate: Special provisions when significant real estate assets are involved, particularly regarding Lex Koller
5. Environmental Matters: Specific provisions for businesses with environmental risks or obligations
6. Data Protection: Detailed FADP compliance provisions for data-intensive businesses
7. Financing Cooperation: When buyer requires seller's cooperation for transaction financing
8. Break-up Fee: Provisions for termination fees in larger transactions
9. Transition Services: When post-closing services are needed from seller
1. Disclosure Schedule: Exceptions to representations and warranties
2. Company Information: Details of target company including corporate documents, capitalization
3. Financial Statements: Recent financial statements of target company
4. Material Contracts: List and copies of important contracts
5. Real Property: Details of owned and leased real estate
6. Intellectual Property: List of IP rights and registrations
7. Employee Information: List of employees, benefits, and employment agreements
8. Permits and Licenses: List of governmental authorizations
9. Purchase Price Adjustment: Detailed mechanics for price adjustments
10. Closing Deliverables: List of documents to be delivered at closing
11. Form of Ancillary Agreements: Forms of employment agreements, escrow agreement, etc.
Authors
Manufacturing
Technology
Financial Services
Healthcare
Real Estate
Retail
Energy
Telecommunications
Professional Services
Transportation & Logistics
Consumer Goods
Industrial
Media & Entertainment
Life Sciences
Agriculture
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Risk Management
Business Development
Human Resources
Strategy
Operations
Treasury
Accounting
Corporate Secretariat
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
Mergers & Acquisitions Director
Legal Counsel
Finance Director
Business Development Manager
Investment Banker
Corporate Secretary
Tax Director
Integration Manager
Due Diligence Manager
Compliance Officer
Risk Manager
Board Member
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