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Share Sale And Purchase Agreement

Share Sale And Purchase Agreement Template for Germany

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Key Requirements PROMPT example:

Share Sale And Purchase Agreement

"I need a Share Sale and Purchase Agreement under German law for the sale of 100% of shares in my technology consulting company to a strategic buyer, with completion expected in March 2025 and including an earn-out mechanism based on the next two years' performance."

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Document background
The Share Sale and Purchase Agreement (SPA) is the primary transaction document used in share acquisitions under German law. It is employed when a party wishes to acquire ownership of a company through the purchase of its shares from existing shareholders. The document is particularly important in the German legal context due to specific formal requirements, including potential notarization requirements for GmbH share transfers. The agreement comprehensively addresses all aspects of the transaction, including detailed warranties customary in the German market, specific mechanisms for purchase price adjustments, and conditions precedent including regulatory approvals. It typically reflects German market practice in terms of liability caps, limitation periods, and warranty coverage. The document must comply with German corporate law requirements and often includes specific provisions addressing tax implications under German law.
Suggested Sections

1. Parties: Identification of the seller(s) and purchaser(s), including full legal names and addresses

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

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

4. Sale and Purchase: Core transaction terms including description of shares being sold and purchase price

5. Purchase Price: Detailed provisions on consideration, including payment mechanics, adjustments, and earn-out provisions if applicable

6. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals

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

8. Completion: Mechanics for closing the transaction, including actions and deliverables required

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

10. Limitations on Liability: Limitations on warranty claims and other liability provisions

11. Tax Indemnity: Specific indemnities relating to tax matters and allocation of tax risks

12. Confidentiality: Obligations regarding confidential information and announcements

13. Post-Completion Obligations: Ongoing obligations after completion, including non-compete provisions if applicable

14. Miscellaneous: Standard boilerplate provisions including notices, amendments, and assignment

15. Governing Law and Jurisdiction: Choice of German law and jurisdiction provisions

Optional Sections

1. Earn-out Provisions: Detailed provisions for additional purchase price payments based on future performance, used when part of purchase price is contingent on future events

2. Employee Matters: Specific provisions dealing with employees and management, used when there are significant employment considerations

3. Real Estate: Specific provisions dealing with real estate owned by target company, used when real estate is a material asset

4. Intellectual Property: Detailed IP provisions, used when IP is a material asset of the target company

5. Environmental Matters: Specific provisions dealing with environmental liabilities, used for companies with significant environmental exposure

6. Data Protection: Specific provisions regarding data protection and GDPR compliance, used when target handles significant personal data

7. Bank Financing: Provisions relating to external financing, used when purchase price is partially debt-financed

8. Transition Services: Provisions for post-completion services provided by seller, used when target relies on seller's infrastructure

Suggested Schedules

1. Target Company Information: Details of target company including corporate information and shareholding structure

2. Warranties: Detailed warranty catalog

3. Disclosure Letter: Exceptions and qualifications to warranties

4. Completion Obligations: Detailed list of closing deliverables and actions

5. Properties: List and details of real estate owned or leased by target

6. Material Contracts: List and copies of material contracts

7. Intellectual Property: List of IP rights owned or licensed by target

8. Employees: List of employees and their key terms of employment

9. Bank Accounts: Details of company bank accounts and signing authorities

10. Data Room Index: Index of due diligence materials provided

11. Permitted Leakage: List of permitted value extractions in case of locked box mechanism

12. Form of Resignation Letters: Template resignation letters for outgoing directors

13. Form of Power of Attorney: Template powers of attorney required for completion

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
Clauses








































Relevant Industries

Technology

Manufacturing

Financial Services

Healthcare

Real Estate

Energy

Retail

Telecommunications

Professional Services

Industrial

Consumer Goods

Media and Entertainment

Automotive

Life Sciences

Infrastructure

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Corporate Secretariat

Treasury

Due Diligence

Integration

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Development Director

M&A Director

Legal Counsel

Finance Director

Investment Manager

Transaction Manager

Due Diligence Manager

Corporate Secretary

Tax Director

Integration Manager

Risk Manager

Compliance Officer

Board Member

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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