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Agreement For Sale And Purchase Of Shares

Agreement For Sale And Purchase Of Shares Template for New Zealand

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Key Requirements PROMPT example:

Agreement For Sale And Purchase Of Shares

"I need an Agreement For Sale And Purchase Of Shares for the acquisition of a New Zealand technology startup, where 60% of the shares will be purchased upfront and the remaining 40% will be subject to an earn-out based on performance targets through 2025."

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Document background
The Agreement For Sale And Purchase Of Shares is a fundamental document used in New Zealand business acquisitions and corporate restructuring. It is essential when transferring ownership of company shares, whether for a complete or partial sale of a business. The agreement must comply with New Zealand's regulatory framework, including the Companies Act 1993, Financial Markets Conduct Act 2013, and relevant tax legislation. It typically includes detailed provisions covering purchase price mechanics, conditions precedent, warranties and indemnities, completion procedures, and post-completion obligations. This document is crucial for protecting both parties' interests and ensuring a smooth transfer of ownership while maintaining compliance with New Zealand corporate and securities laws. It's particularly important for private company transactions and can be adapted for various business sizes and industry sectors.
Suggested Sections

1. Parties: Identification of the seller(s), purchaser(s) and the target company

2. Background: Context of the transaction, including brief company history 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 shares being sold and purchase price

5. Purchase Price and Payment: Details of consideration, payment method, and timing

6. Conditions Precedent: Conditions that must be satisfied before completion occurs

7. Pre-completion Obligations: Obligations of parties between signing and completion

8. Completion: Process and requirements for completing the transaction

9. Warranties: Standard warranties given by the seller regarding the shares and company

10. Limitations on Claims: Limitations on warranty claims and seller liability

11. Confidentiality: Obligations regarding confidential information

12. Announcements: Requirements for public announcements about the transaction

13. General Provisions: Standard boilerplate clauses including notices, costs, and governing law

Optional Sections

1. Earn-out Provisions: Include when part of purchase price is contingent on future performance

2. Tag-along and Drag-along Rights: Include for partial share sales where ongoing shareholder relationships need regulation

3. Employee Matters: Include when there are specific arrangements for key employees

4. Intellectual Property Protection: Include when IP is a significant company asset

5. Non-competition Covenants: Include when restraining seller from competing post-sale

6. Tax Indemnities: Include when specific tax risks need separate treatment

7. Transitional Services: Include when seller will provide services post-completion

8. Break Fee: Include when parties want to specify damages for non-completion

9. Multiple Seller Provisions: Include when there are multiple sellers requiring specific arrangements

Suggested Schedules

1. Share Details: Details of shares being sold including class, number, and percentage of total

2. Company Details: Corporate information including subsidiaries and shareholding structure

3. Warranties: Detailed warranties about the company, business, and shares

4. Properties: Details of company's real estate assets and leases

5. Material Contracts: List and details of important commercial contracts

6. Intellectual Property: Schedule of IP rights owned or licensed by the company

7. Employee Information: Details of key employees and employment terms

8. Completion Obligations: Detailed list of documents and actions required at completion

9. Disclosed Information: List of documents disclosed against warranties

10. Form of Resignation Letters: Template resignation letters for outgoing directors

11. Form of Board Resolutions: Template board resolutions for completion

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
Accounts
Accounts Date
Affiliate
Agreement
Board
Business
Business Day
Claim
Companies Act
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosed
Disclosure Letter
Encumbrance
Financial Year
Group
Intellectual Property Rights
Law
Liability
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Notice
Parties
Permitted Encumbrance
Purchase Price
Purchaser
Related Company
Restricted Business
Sale Shares
Security Interest
Seller
Shareholders
Subsidiaries
Target Group
Tax
Tax Authority
Territory
Transaction
Transaction Documents
Warranties
Working Capital
Working Day
Clauses
Interpretation
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-completion Obligations
Completion
Post-completion Obligations
Warranties
Indemnities
Limitations on Claims
Tax Covenants
Confidentiality
Non-competition
Non-solicitation
Announcements
Data Protection
Intellectual Property
Employee Matters
Further Assurance
Assignment
Notices
Costs
Entire Agreement
Variation
Waiver
Severability
Third Party Rights
Governing Law
Dispute Resolution
Force Majeure
Termination
Survival
Counterparts
Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Professional Services

Healthcare

Real Estate

Energy

Agriculture

Mining

Construction

Transportation

Telecommunications

Education

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Due Diligence

Compliance

Risk Management

Executive Leadership

Board of Directors

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Managing Director

Finance Director

Business Development Manager

Investment Manager

M&A Director

Due Diligence Manager

Corporate Finance Manager

Risk Manager

Compliance Officer

Board Director

Industries
Companies Act 1993: Primary legislation governing company operations in New Zealand, including share transfers, shareholder rights, and company administration requirements
Contract and Commercial Law Act 2017: Provides the fundamental legal framework for contract formation, enforcement, and remedies in New Zealand
Financial Markets Conduct Act 2013: Regulates financial markets and securities trading, including disclosure requirements and trading restrictions
Income Tax Act 2007: Governs tax implications of share transfers, including capital gains considerations and stamp duty requirements
Overseas Investment Act 2005: Regulates foreign investment in New Zealand companies, including share purchases by overseas persons
Fair Trading Act 1986: Ensures fair trading practices and prohibits misleading conduct in business transactions
Commerce Act 1986: Regulates business acquisitions and mergers, including competition law considerations
Anti-Money Laundering and Countering Financing of Terrorism Act 2009: Requires due diligence and verification procedures for significant financial transactions
Privacy Act 2020: Governs the handling of personal information during due diligence and transaction processes
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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