Sale Of Shares Agreement Template for New Zealand

1. Tag Along Rights: Include when minority shareholders need protection to join in the sale

2. Drag Along Rights: Include when majority shareholders need the right to force minorities to join the sale

3. Employee Matters: Include when the sale affects key employees or employee shareholders

4. Intellectual Property: Include when IP rights are significant to the share value

5. Non-Competition: Include when restraint of trade on sellers is required

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

7. Foreign Investment Provisions: Include when overseas investment approval is required

8. Break Fee: Include when parties want to specify compensation for transaction failure

1. Schedule 1 - Share Details: Details of shares being sold including class, numbers, and any encumbrances

2. Schedule 2 - Company Details: Full company information including shareholding structure and subsidiaries

3. Schedule 3 - Warranties: Detailed warranties given by the seller regarding the company and shares

4. Schedule 4 - Completion Requirements: Detailed list of documents and actions required for completion

5. Schedule 5 - Company Assets: List of material assets owned by the company

6. Schedule 6 - Disclosed Matters: Matters disclosed against the warranties

7. Appendix A - Board Resolutions: Required board resolutions approving the share transfer

8. Appendix B - Share Transfer Forms: Pro forma share transfer documentation