The Share Price Agreement is a crucial document used in Swiss corporate transactions to establish and regulate the process of determining share prices between parties. This agreement is particularly relevant in scenarios involving private company sales, corporate restructurings, shareholder exits, and M&A transactions. It operates within the framework of Swiss law, specifically the Swiss Code of Obligations and relevant financial market regulations. The document typically includes detailed mechanisms for price calculation, potential adjustments, payment terms, and dispute resolution procedures. A Share Price Agreement becomes essential when parties need a clear, legally binding framework for determining share values, especially in situations involving complex valuation methods, multiple share classes, or when the price determination depends on various financial or performance metrics. The agreement helps prevent future disputes by providing clarity on the valuation process and ensuring all parties understand their rights and obligations under Swiss law.
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Key Requirements PROMPT example:
Share Price Agreement
"I need a Share Price Agreement under Swiss law for a private technology company sale, with EBITDA-based valuation methodology and completion expected by March 2025."
1. Parties: Identification of all parties to the agreement, including the seller(s), buyer(s), and any guarantors
2. Background: Context of the agreement, including description of the company, share ownership, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Subject Matter: Description of the shares subject to the agreement, including class, number, and nominal value
5. Price Determination: Mechanism and methodology for determining the share price, including calculation formulas and timing
6. Payment Terms: Terms and conditions for payment, including timing, method, and currency
7. Representations and Warranties: Standard representations and warranties regarding authority, ownership, and accuracy of information
8. Conditions Precedent: Any conditions that must be satisfied before the agreement becomes effective
9. Completion Mechanics: Process and requirements for completing the share price determination and payment
10. Confidentiality: Obligations regarding confidential information shared during the price determination process
11. Notices: Process for giving formal notices under the agreement
12. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes
1. Expert Determination: Procedures for appointing and utilizing expert determination in case of pricing disputes
2. Market Disruption: Provisions addressing situations where market conditions affect price determination (particularly for listed shares)
3. Tag-Along Rights: Rights of minority shareholders to participate in share transfers at the same price
4. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in a sale
5. Price Adjustment: Mechanisms for adjusting the price based on specific events or conditions
6. Foreign Exchange Provisions: Required when payment currency differs from company's operating currency
7. Tax Provisions: Specific provisions regarding tax implications and responsibilities
8. Multiple Share Classes: Special provisions for agreements involving different classes of shares
9. Earn-out Provisions: Terms for additional payments based on future performance
1. Share Details: Detailed information about the shares, including share certificates numbers and shareholding history
2. Price Calculation Formula: Detailed mathematical formula and methodology for price calculation
3. Company Financial Statements: Relevant financial statements used for price determination
4. Valuation Reports: Any third-party valuation reports or opinions
5. Completion Checklist: List of actions and documents required for completion
6. Form of Transfer Documentation: Template forms for share transfer documentation
7. Expert Determination Rules: Detailed rules and procedures for expert determination process
8. Required Corporate Approvals: List of required board and shareholder approvals
Authors
Relevant legal definitions
Agreement
Adjusted Share Price
Base Price
Business Day
Calculation Date
Closing Date
Company
Completion
Confidential Information
Dispute
EBITDA
Effective Date
Encumbrance
Expert
Expert Determination
Financial Statements
Financial Year
Group
Independent Valuer
Market Disruption Event
Material Adverse Change
Net Debt
Notice
Parties
Payment Date
Price Adjustment
Purchase Price
Reference Accounts
Related Parties
Relevant Securities
Share Capital
Shareholders
Shares
Share Certificates
Share Transfer
Signing Date
Swiss GAAP
Target Company
Transaction
Valuation Date
Valuation Method
Working Capital
Adjusted Share Price
Base Price
Business Day
Calculation Date
Closing Date
Company
Completion
Confidential Information
Dispute
EBITDA
Effective Date
Encumbrance
Expert
Expert Determination
Financial Statements
Financial Year
Group
Independent Valuer
Market Disruption Event
Material Adverse Change
Net Debt
Notice
Parties
Payment Date
Price Adjustment
Purchase Price
Reference Accounts
Related Parties
Relevant Securities
Share Capital
Shareholders
Shares
Share Certificates
Share Transfer
Signing Date
Swiss GAAP
Target Company
Transaction
Valuation Date
Valuation Method
Working Capital
Clauses
Interpretation
Definitions
Share Price Determination
Payment Terms
Valuation Methodology
Price Adjustment
Expert Determination
Conditions Precedent
Representations and Warranties
Covenants
Completion Mechanics
Information Rights
Confidentiality
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Anti-Dilution
Default
Force Majeure
Termination
Indemnification
Assignment
Notices
Amendment
Waiver
Severability
Entire Agreement
Further Assurance
Costs
Governing Law
Jurisdiction
Dispute Resolution
Definitions
Share Price Determination
Payment Terms
Valuation Methodology
Price Adjustment
Expert Determination
Conditions Precedent
Representations and Warranties
Covenants
Completion Mechanics
Information Rights
Confidentiality
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Anti-Dilution
Default
Force Majeure
Termination
Indemnification
Assignment
Notices
Amendment
Waiver
Severability
Entire Agreement
Further Assurance
Costs
Governing Law
Jurisdiction
Dispute Resolution
Relevant Industries
Financial Services
Private Equity
Investment Banking
Corporate Services
Professional Services
Manufacturing
Technology
Real Estate
Healthcare
Retail
Energy
Infrastructure
Telecommunications
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Investment
Treasury
Corporate Secretariat
Tax
Compliance
Business Development
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Development Director
Head of Mergers & Acquisitions
Investment Director
Legal Counsel
Corporate Lawyer
Finance Director
Investment Manager
Transaction Manager
Company Secretary
Financial Controller
Business Development Director
Private Equity Manager
Shareholder Relations Manager
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