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1. Parties: Identification of the transferor(s) and transferee(s), including full legal names and addresses
2. Background: Context of the transaction, description of the company whose shares are being transferred, and current ownership structure
3. Definitions: Definitions of key terms used throughout the agreement
4. Object of Transfer: Detailed description of the shares being transferred, including number, type, and nominal value
5. Purchase Price: Amount, currency, and payment terms for the share transfer
6. Closing: Conditions for and process of completing the transfer, including required notifications and registrations
7. Seller's Warranties: Basic warranties regarding ownership, authority to sell, and status of the shares
8. Company Warranties: Essential warranties regarding the company's legal status, financial position, and business operations
9. Taxes and Costs: Allocation of transaction-related taxes, notary fees, and other costs
10. Notices: Communication procedures between parties
11. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction for disputes
1. Purchase Price Adjustment: Mechanisms for adjusting the purchase price based on closing accounts or other metrics - used in larger transactions
2. Conditions Precedent: Specific conditions that must be met before closing - needed when regulatory approvals or third-party consents are required
3. Non-Competition: Restrictions on seller's future competitive activities - relevant when seller has key business knowledge
4. Earn-out Provisions: Additional payment terms based on future performance - used when parties cannot agree on fixed valuation
5. Employee Matters: Specific provisions regarding key employees or management - relevant for companies with significant human capital
6. Real Estate Provisions: Special provisions if company owns significant real estate assets - needed to address GrEStG implications
7. Intellectual Property: Specific provisions regarding IP rights - important for technology or brand-focused companies
8. Environmental Matters: Special warranties and indemnities for environmental risks - relevant for industrial companies
1. Share Information: Detailed information about the shares being transferred, including share certificates
2. Company Information: Key corporate documents, including articles of association and commercial register excerpts
3. Financial Statements: Recent financial statements and management accounts of the company
4. Material Contracts: List and copies of important contracts of the company
5. Real Estate: Details of any real estate owned or leased by the company
6. Intellectual Property: List of IP rights owned or licensed by the company
7. Employee Information: List of employees and key employment terms
8. Disclosed Matters: Information disclosed against the warranties
9. Form of Transfer Documents: Templates for share transfer forms and other closing documents
10. Closing Checklist: List of actions and documents required for closing
Articles of Association
Business Day
Closing
Closing Date
Company
Completion
Conditions Precedent
Confidential Information
Consideration
Disclosed
Disclosure Letter
Effective Date
Encumbrance
Financial Statements
Financial Year
Geschäftsanteile
Gesellschafterversammlung
Governmental Authority
Group
Handelsregister
Intellectual Property Rights
Long Stop Date
Material Adverse Change
Material Contracts
Notarial Deed
Parties
Permitted Encumbrances
Purchase Price
Purchase Price Adjustment
Purchaser
Related Parties
Relevant Period
Seller
Seller's Knowledge
Seller's Warranties
Shares
Signing Date
Subsidiaries
Tax
Tax Authority
Transaction
Transaction Documents
Transfer
Warranties
Purchase Price
Payment Terms
Conditions Precedent
Closing Conditions
Warranties and Representations
Seller's Warranties
Company Warranties
Title Warranties
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Tax Matters
Employee Matters
Intellectual Property
Real Estate
Material Contracts
Environmental Compliance
Regulatory Compliance
Corporate Authority
Share Ownership
Financial Statements
Business Operations
Third Party Consents
Notice Requirements
Purchase Price Adjustment
Earn-out Provisions
Security Provisions
Assignment
Force Majeure
Termination
Dispute Resolution
Governing Law
Jurisdiction
Notarization
Costs and Expenses
Severability
Entire Agreement
Amendment
Waiver
Financial Services
Manufacturing
Technology
Real Estate
Healthcare
Retail
Energy
Professional Services
Construction
Transportation
Media and Entertainment
Telecommunications
Agriculture
Education
Hospitality
Legal
Corporate Development
Mergers & Acquisitions
Finance
Executive Leadership
Corporate Secretariat
Treasury
Tax
Compliance
Due Diligence
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
M&A Director
Investment Manager
Company Secretary
Business Development Director
Corporate Development Manager
Finance Director
Managing Director
Partner (Law Firm)
General Counsel
Transaction Manager
Due Diligence Manager
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