Forward Share Purchase Agreement Template for Australia

1. Security Arrangements: Required when the purchase price is to be paid in installments or there are other security requirements

2. Price Adjustment Mechanism: Include when the purchase price may be adjusted based on future performance or other metrics

3. Tag-Along Rights: Include when minority shareholders should have the right to join the sale

4. Drag-Along Rights: Include when majority shareholders need the right to force minority shareholders to join the sale

5. Interim Dividend Arrangements: Required when specific arrangements for dividends between signing and completion are needed

6. Anti-dilution Provisions: Include when protection against share dilution before completion is required

7. Break Fee: Include when there should be a fee payable if either party withdraws from the transaction

8. Tax Indemnities: Required when specific tax risks need to be allocated between the parties

1. Schedule 1 - Share Details: Details of the shares being sold, including class, nominal value, and percentage of total issued share capital

2. Schedule 2 - Warranties: Detailed warranties given by the seller regarding the shares and the company

3. Schedule 3 - Completion Requirements: Detailed list of documents and actions required at completion

4. Schedule 4 - Permitted Activities: List of activities the company is permitted to undertake between signing and completion

5. Schedule 5 - Form of Transfer Deed: Pro forma share transfer deed to be used at completion

6. Appendix A - Company Information: Key information about the company whose shares are being sold

7. Appendix B - Calculation of Purchase Price: Detailed methodology for calculating the final purchase price, including any adjustments