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Restricted Share Purchase Agreement

Restricted Share Purchase Agreement Template for Australia

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Key Requirements PROMPT example:

Restricted Share Purchase Agreement

"I need a Restricted Share Purchase Agreement for issuing 50,000 shares to our senior software developers, with a 3-year vesting period starting March 2025 and including bad leaver provisions."

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Document background
The Restricted Share Purchase Agreement is a crucial document used in Australian corporate transactions where companies wish to issue shares subject to specific transfer restrictions and conditions. This agreement is commonly utilized in employee share schemes, executive compensation packages, or strategic corporate investments where the company needs to maintain control over share ownership and transfer. The document must comply with Australian corporate law, particularly the Corporations Act 2001 (Cth), and typically includes detailed provisions regarding share rights, transfer restrictions, vesting conditions (if applicable), and compliance requirements. It's particularly relevant for private companies, start-ups, and corporations implementing employee retention strategies or maintaining specific ownership structures.
Suggested Sections

1. Parties: Identification of the company issuing shares and the purchaser(s)

2. Background: Context of the agreement, including company details and purpose of the restricted share issuance

3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation

4. Agreement to Issue and Purchase: Core terms of the share purchase including number of shares, price, and payment terms

5. Restrictions on Transfer: Details of transfer restrictions, including duration and conditions for lifting restrictions

6. Company's Rights and Obligations: Company's obligations regarding share issuance, maintaining registers, and related corporate actions

7. Purchaser's Representations and Warranties: Purchaser's confirmations regarding eligibility, understanding of restrictions, and compliance with laws

8. Company's Representations and Warranties: Company's confirmations regarding authority, share validity, and compliance with laws

9. Share Rights: Rights attached to the shares including voting, dividends, and participation in corporate actions

10. Compliance with Laws: Obligations to comply with relevant securities laws and regulations

11. Termination: Circumstances under which the agreement can be terminated and consequences

12. General Provisions: Standard clauses including notices, amendments, governing law, and dispute resolution

Optional Sections

1. Employee Matters: Required when shares are issued as part of employee compensation or incentive schemes

2. Vesting Provisions: Include when shares vest over time or upon achieving specific milestones

3. Tag-Along and Drag-Along Rights: Include for agreements involving multiple shareholders or potential future sales

4. Put and Call Options: Required when parties want rights to force sale or purchase under specific circumstances

5. Performance Conditions: Include when share restrictions are linked to performance targets or milestones

6. Multiple Tranches: Required when shares are to be issued in multiple stages

7. Tax Provisions: Detailed tax clauses when specific tax treatment or obligations need to be addressed

8. Shareholder Approval: Include when the issue requires existing shareholder approval

Suggested Schedules

1. Share Details: Specific details of shares including class, rights, and restrictions

2. Form of Share Certificate: Template for the restricted share certificate including required legends

3. Subscription Form: Form for formal application to purchase the shares

4. Deed of Adherence: Form for purchaser to agree to existing shareholders agreement if applicable

5. Vesting Schedule: Details of vesting dates and conditions if applicable

6. Company Constitution Excerpts: Relevant sections of the company constitution affecting the shares

7. Restriction Notices: Templates for notices regarding transfer restrictions

8. Tax Elections: Forms for relevant tax elections or notices

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
ASIC
ASX
Board
Business Day
Company
Company Constitution
Completion
Completion Date
Confidential Information
Corporations Act
Deed of Adherence
Directors
Encumbrance
Event of Default
Fair Market Value
Financial Year
Good Leaver
Governing Law
GST
Holding Lock
Income Tax Assessment Act
Insolvency Event
Issue Price
Listing Rules
Material Adverse Change
Notice
Parties
Performance Conditions
Purchase Price
Purchaser
Related Body Corporate
Relevant Interest
Restricted Period
Restricted Shares
Restriction Notice
Security Interest
Share Certificate
Share Register
Shareholders Agreement
Shares
Subscription Form
Tax Act
Transfer
Transfer Restrictions
Vesting Conditions
Vesting Date
Vesting Period
Vesting Schedule
Clauses
Share Purchase
Payment Terms
Transfer Restrictions
Vesting Conditions
Representations and Warranties
Share Rights
Voting Rights
Dividend Rights
Tag-Along Rights
Drag-Along Rights
Put and Call Options
Performance Conditions
Confidentiality
Non-Competition
Non-Solicitation
Information Rights
Pre-emptive Rights
Board Representation
Termination
Events of Default
Good/Bad Leaver Provisions
Share Certificates
Share Register
Notices
Assignment
Amendment
Waiver
Severability
Entire Agreement
Force Majeure
Governing Law
Dispute Resolution
Costs and Expenses
GST and Taxation
Compliance with Laws
Shareholder Approval
Further Assurance
Time of Essence
Counterparts
Electronic Execution
Relevant Industries

Financial Services

Technology

Professional Services

Manufacturing

Mining and Resources

Healthcare

Retail

Telecommunications

Real Estate

Energy

Start-ups and Scale-ups

Education and Training

Relevant Teams

Legal

Finance

Human Resources

Corporate Governance

Company Secretariat

Tax

Compliance

Executive Management

Board

Share Registry

Employee Benefits

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Company Secretary

HR Director

Compensation Manager

Finance Director

Investment Manager

Board Director

Compliance Officer

Tax Manager

Corporate Governance Manager

Share Plan Administrator

Employee Benefits Manager

Industries
Corporations Act 2001 (Cth): Primary legislation governing corporate matters in Australia, including share issuance, transfer restrictions, disclosure requirements, and corporate governance obligations
Income Tax Assessment Act 1997 (Cth): Covers tax treatment of share acquisitions, including employee share schemes and capital gains implications for restricted shares
Fair Work Act 2009 (Cth): Relevant when restricted shares are part of employment arrangements or employee compensation packages
Australian Securities and Investments Commission Act 2001 (Cth): Governs financial services and products, including regulatory oversight of share schemes and investor protections
Competition and Consumer Act 2010 (Cth): Includes Australian Consumer Law provisions relevant to fair trading and consumer protection aspects of share agreements
Personal Property Securities Act 2009 (Cth): Relevant for security interests that may be created over shares and registration requirements
ASX Listing Rules: If the company is listed, these rules govern various aspects of share issuance and restrictions
State Duties Acts: State-specific legislation governing stamp duty on share transfers and related transactions
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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