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Sales Of Shares Agreement

Sales Of Shares Agreement Template for Germany

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Key Requirements PROMPT example:

Sales Of Shares Agreement

"I need a Sales of Shares Agreement under German law for the acquisition of 100% shares in a technology startup, with completion planned for March 2025 and including standard warranties and an earn-out mechanism based on revenue targets."

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Document background
A Sales Of Shares Agreement under German law is a fundamental document used in corporate transactions for transferring ownership of shares in German companies. This agreement is essential when conducting share acquisitions, whether for complete or partial ownership transfers, and must comply with specific German legal requirements, including mandatory notarization for GmbH share transfers. The document encompasses crucial elements such as purchase price mechanisms, warranties, representations, conditions precedent, and completion procedures, while addressing specific German law concepts like liability limitations and disclosure requirements. It's particularly important to note that German share purchase agreements often have distinct features compared to other jurisdictions, including specific formality requirements and regulatory considerations, making local legal expertise essential for proper execution.
Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s) with full legal details

2. Background: Context of the transaction, including description of the target company and purpose of the agreement

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

4. Sale and Purchase: Core transaction terms including identification of shares being sold and basic sale obligations

5. Purchase Price: Purchase price, payment terms, and any price adjustment mechanisms

6. Conditions Precedent: Conditions that must be satisfied before completion can occur

7. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements

8. Completion: Mechanics of completion, including timing, location, and actions to be taken

9. Warranties: Seller's warranties regarding the shares, company, and business

10. Limitations on Liability: Limitations on seller's liability under the warranties and other provisions

11. Tax Matters: Tax-related provisions, including tax warranties, covenants, and indemnities

12. Confidentiality: Obligations regarding confidentiality of the transaction and company information

13. Announcements: Requirements for public announcements about the transaction

14. Further Assurance: Obligations to take further actions necessary to give effect to the agreement

15. Assignment: Restrictions on assignment of rights under the agreement

16. Notices: Process for giving formal notices under the agreement

17. Governing Law and Jurisdiction: German law as governing law and jurisdiction for disputes

Optional Sections

1. Management and Employee Matters: Used when there are specific arrangements regarding key employees or management

2. Non-Competition: Include when seller needs to be restricted from competing post-completion

3. Earn-out Provisions: Required when part of purchase price is contingent on future performance

4. Break Fee: Include when parties agree on compensation if deal fails under specific circumstances

5. Intellectual Property Rights: Detailed provisions when IP is a crucial aspect of the target business

6. Real Estate: Specific provisions when company owns significant real estate assets

7. Bank Financing: Include when purchase is dependent on external financing

8. Regulatory Compliance: Detailed provisions when business is in regulated sector

9. Environmental Matters: Include for companies with significant environmental risks or obligations

10. Data Protection: Detailed provisions when company processes significant personal data

Suggested Schedules

1. Details of the Company: Corporate information, share capital structure, and subsidiaries

2. Warranties: Detailed warranties about the company, business, and shares

3. Properties: Details of real estate owned or leased by the company

4. Intellectual Property: List of IP rights owned or licensed by the company

5. Material Contracts: List and details of key commercial contracts

6. Employees: Information about employees, including key terms and benefits

7. Completion Obligations: Detailed list of documents and actions required at completion

8. Permitted Leakage: List of permitted value transfers in case of locked box mechanism

9. Data Room Index: Index of documents disclosed during due diligence

10. Disclosure Letter: Specific disclosures against the warranties

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions




























































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Relevant Industries

Technology

Manufacturing

Real Estate

Healthcare

Retail

Financial Services

Professional Services

Energy

Infrastructure

Telecommunications

Media & Entertainment

Automotive

Consumer Goods

Industrial Products

Life Sciences

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Business Development

Risk Management

Compliance

Tax

Strategy

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Development Director

Head of Mergers & Acquisitions

Legal Director

Investment Director

Corporate Finance Manager

Business Development Manager

Financial Controller

Company Secretary

Transaction Manager

Due Diligence Manager

Integration Manager

Risk Manager

Industries










Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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