The Merger And Acquisition Agreement is a critical document used in corporate transactions where one company acquires or merges with another entity under Swiss jurisdiction. This document is essential when conducting corporate combinations, whether through share purchases, asset acquisitions, or statutory mergers under Swiss law. It encompasses detailed provisions required by Swiss legislation, including compliance with the Swiss Code of Obligations, Swiss Merger Act, and competition laws. The agreement is typically employed in transactions involving Swiss companies or foreign entities engaging in Swiss-based transactions, and requires careful consideration of local regulatory requirements, including merger control thresholds, employment law implications, and specific industry regulations. The document serves as the cornerstone of the transaction, containing all material terms, conditions, and obligations of the parties, while providing mechanisms for risk allocation and post-closing adjustments.
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Key Requirements PROMPT example:
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
Relevant legal definitions
Acquisition
Affiliate
Agreement
Ancillary Agreements
Annual Accounts
Articles of Association
Balance Sheet
Balance Sheet Date
Bank Business Day
Breach
Business
Business Day
Buyer
CHF
Claim
Closing
Closing Date
Closing Statement
Company
Competition Authority
Competition Laws
Confidential Information
Consideration
Control
Data Protection Laws
Disclosed
Disclosure Letter
Due Diligence
Effective Date
Encumbrance
Environmental Laws
Escrow Account
Escrow Agent
Escrow Agreement
Financial Statements
FINMA
Governmental Authority
Group
Guarantor
Intellectual Property Rights
Knowledge
Law
Leased Properties
Liabilities
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Net Working Capital
Notice
Owned Properties
Party/Parties
Permits
Person
Purchase Price
Purchase Price Adjustment
Real Estate
Related Persons
Representatives
Seller
Shares
Shareholders
Signing Date
Subsidiaries
Swiss GAAP
Target Company
Tax/Taxes
Tax Authority
Tax Return
Third Party
Transaction
Transaction Documents
Transfer
Warranties
Working Capital
Affiliate
Agreement
Ancillary Agreements
Annual Accounts
Articles of Association
Balance Sheet
Balance Sheet Date
Bank Business Day
Breach
Business
Business Day
Buyer
CHF
Claim
Closing
Closing Date
Closing Statement
Company
Competition Authority
Competition Laws
Confidential Information
Consideration
Control
Data Protection Laws
Disclosed
Disclosure Letter
Due Diligence
Effective Date
Encumbrance
Environmental Laws
Escrow Account
Escrow Agent
Escrow Agreement
Financial Statements
FINMA
Governmental Authority
Group
Guarantor
Intellectual Property Rights
Knowledge
Law
Leased Properties
Liabilities
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Net Working Capital
Notice
Owned Properties
Party/Parties
Permits
Person
Purchase Price
Purchase Price Adjustment
Real Estate
Related Persons
Representatives
Seller
Shares
Shareholders
Signing Date
Subsidiaries
Swiss GAAP
Target Company
Tax/Taxes
Tax Authority
Tax Return
Third Party
Transaction
Transaction Documents
Transfer
Warranties
Working Capital
Clauses
Interpretation
Share Purchase
Asset Purchase
Purchase Price
Payment Terms
Price Adjustment
Earn-out
Conditions Precedent
Pre-Closing Covenants
Closing Mechanics
Post-Closing Obligations
Representations and Warranties
Seller Warranties
Buyer Warranties
Due Diligence
Information Rights
Indemnification
Limitations of Liability
Tax Matters
Employee Matters
Intellectual Property
Real Estate
Environmental
Competition/Antitrust
Regulatory Compliance
Data Protection
Confidentiality
Non-Competition
Non-Solicitation
Material Contracts
Change of Control
Force Majeure
Assignment
Notices
Amendment
Severability
Entire Agreement
Governing Law
Dispute Resolution
Termination Rights
Break-up Fee
Transition Services
Further Assurance
Costs and Expenses
Announcements
Third Party Rights
Time of Essence
Counterparts
Share Purchase
Asset Purchase
Purchase Price
Payment Terms
Price Adjustment
Earn-out
Conditions Precedent
Pre-Closing Covenants
Closing Mechanics
Post-Closing Obligations
Representations and Warranties
Seller Warranties
Buyer Warranties
Due Diligence
Information Rights
Indemnification
Limitations of Liability
Tax Matters
Employee Matters
Intellectual Property
Real Estate
Environmental
Competition/Antitrust
Regulatory Compliance
Data Protection
Confidentiality
Non-Competition
Non-Solicitation
Material Contracts
Change of Control
Force Majeure
Assignment
Notices
Amendment
Severability
Entire Agreement
Governing Law
Dispute Resolution
Termination Rights
Break-up Fee
Transition Services
Further Assurance
Costs and Expenses
Announcements
Third Party Rights
Time of Essence
Counterparts
Relevant Industries
Manufacturing
Technology
Financial Services
Healthcare
Real Estate
Retail
Energy
Telecommunications
Professional Services
Transportation & Logistics
Consumer Goods
Industrial
Media & Entertainment
Life Sciences
Agriculture
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Risk Management
Business Development
Human Resources
Strategy
Operations
Treasury
Accounting
Corporate Secretariat
Relevant Roles
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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