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1. Parties: Identification of the seller(s) and purchaser(s) with full legal details
2. Background: Context of the transaction, description of the target company, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core transaction terms including identification of shares being sold and basic sale mechanics
5. Purchase Price: Purchase price, payment terms, and any price adjustment mechanisms
6. Conditions Precedent: Conditions that must be satisfied before closing can occur
7. Pre-Closing Obligations: Parties' obligations between signing and closing, including conduct of business requirements
8. Closing: Mechanics and requirements for completing the transaction
9. Seller's Warranties: Representations and warranties given by the seller regarding the shares and target company
10. Purchaser's Warranties: Basic representations and warranties given by the purchaser
11. Liability and Indemnification: Terms governing liability, limitations, and indemnification obligations
12. Confidentiality: Obligations regarding confidential information
13. Announcements: Requirements for public announcements about the transaction
14. Notices: Process for formal communications between parties
15. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and entire agreement
1. Purchase Price Escrow: Used when part of the purchase price is held in escrow for claims or adjustments
2. Bank Guarantee: Required when purchase price payment is secured by bank guarantee
3. Earn-out Provisions: Included when part of purchase price is contingent on future performance
4. Non-Competition: Required when seller needs to be restricted from competing post-closing
5. Transition Services: Used when seller will provide services to target company post-closing
6. Employee Matters: Detailed provisions about employee treatment when significant HR issues exist
7. Tax Covenant: Detailed tax provisions when specific tax risks or structuring exists
8. Real Estate Matters: Specific provisions when target company has significant real estate holdings
9. Intellectual Property: Detailed IP provisions when target company has significant IP assets
10. Data Protection: Enhanced provisions when significant personal data processing is involved
1. Details of the Target Company: Corporate information, shareholding structure, and subsidiaries
2. Details of the Sale Shares: Specific description and allocation of shares being sold
3. Purchase Price Calculation: Detailed methodology for calculating and adjusting purchase price
4. Closing Actions: Detailed list of documents and actions required at closing
5. Seller's Warranties: Full set of detailed warranties given by seller
6. Disclosure Letter: Seller's disclosures against warranties
7. Material Contracts: List and copies of target company's material contracts
8. Real Estate: Details of owned and leased properties
9. Intellectual Property: List of IP rights and registrations
10. Employee Information: Details of key employees and employment terms
11. Required Consents: List of third-party and regulatory consents required
12. Form of Resignation Letters: Template resignation letters for departing directors
13. Form of Powers of Attorney: Template powers of attorney required for closing
Agreed Form
Agreement
Business Day
Closing
Closing Date
Completion Accounts
Confidential Information
Consideration
Data Room
Disclosed
Disclosure Letter
Effective Date
Encumbrance
Enterprise Value
Escrow Account
Escrow Agent
Escrow Amount
Financial Statements
Fundamental Warranties
German GAAP
Gesellschaft mit beschränkter Haftung
Governing Law
Group
Group Companies
Handelsgesetzbuch
Intellectual Property Rights
Key Employees
Knowledge
Leakage
Locked Box Accounts
Locked Box Date
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Net Debt
Notarial Deed
Notary
Notice
Ordinary Course of Business
Parties
Permitted Leakage
Purchase Price
Purchase Price Adjustment
Purchaser
Purchaser's Group
Purchaser's Lawyers
Purchaser's Warranties
Reference Working Capital
Related Persons
Relevant Period
Sale Shares
Seller
Seller's Group
Seller's Lawyers
Seller's Warranties
Signing Date
Subsidiary
Target Company
Tax
Tax Authority
Tax Covenant
Tax Warranty
Third Party
Transaction
Transaction Documents
Transfer
Warranty
Warranty Claim
Working Capital
Sale and Purchase of Shares
Purchase Price
Purchase Price Adjustment
Escrow
Conditions Precedent
Pre-Closing Covenants
Closing Mechanics
Post-Closing Obligations
Seller Warranties
Purchaser Warranties
Liability Limitations
Indemnification
Tax Matters
Employee Matters
Intellectual Property
Real Estate
Competition and Trade
Data Protection
Confidentiality
Non-Competition
Non-Solicitation
Public Announcements
Assignment
Force Majeure
Notices
Costs and Expenses
Amendment and Waiver
Severability
Governing Law
Dispute Resolution
Entire Agreement
Third Party Rights
Counterparts
Language
Manufacturing
Technology
Financial Services
Real Estate
Healthcare
Retail
Energy
Telecommunications
Professional Services
Transportation
Construction
Media and Entertainment
Agriculture
Mining and Resources
Education
Hospitality
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Risk & Compliance
Business Development
Treasury
Tax
Corporate Secretariat
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Corporate Development Director
M&A Director
Investment Manager
Legal Counsel
Corporate Lawyer
Finance Director
Business Development Director
Transaction Manager
Company Secretary
Risk Manager
Compliance Officer
Due Diligence Manager
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