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Share Acquisition Agreement
"I need a Share Acquisition Agreement for purchasing 100% of shares in a New Zealand technology company, with completion scheduled for March 15, 2025, including standard warranties and board approval conditions."
1. Parties: Identification of the vendor(s) and purchaser(s), including full legal names and addresses
2. Background: Context of the transaction, including brief description of the company and reason for the share transfer
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core transaction terms including number of shares, class of shares, and agreement to sell and purchase
5. Purchase Price: Details of the consideration, including amount, payment method, and any adjustments
6. Conditions Precedent: Any conditions that must be satisfied before completion can occur
7. Pre-completion Obligations: Obligations of both parties between signing and completion, including conduct of business requirements
8. Completion: Mechanics of completion, including timing, location, and actions required
9. Warranties: Standard warranties given by the vendor regarding the shares and the company
10. Limitations on Claims: Limitations on warranty claims including time limits and financial thresholds
11. Confidentiality: Obligations regarding confidential information and announcements
12. Tax Indemnity: Vendor's indemnity for pre-completion tax liabilities
13. General Provisions: Standard boilerplate provisions including notices, amendments, and governing law
1. Vendor Financing: Include when part of the purchase price is being paid through vendor financing arrangements
2. Employee Matters: Include when there are specific arrangements or obligations regarding key employees
3. Intellectual Property: Include when IP is a significant asset requiring specific provisions
4. Non-Competition: Include when restraint of trade provisions are required for vendors
5. Break Fee: Include when parties agree to a break fee for specific termination events
6. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
7. Tag-Along/Drag-Along Rights: Include when there are multiple shareholders and specific exit rights are required
8. Transitional Services: Include when the vendor will provide services post-completion
1. Schedule 1 - Share Details: Details of the shares being sold including class, numbers, and current ownership
2. Schedule 2 - Company Details: Key information about the company including corporate structure and subsidiaries
3. Schedule 3 - Warranties: Detailed warranties given by the vendor
4. Schedule 4 - Completion Requirements: Detailed list of documents and actions required at completion
5. Schedule 5 - Properties: Details of real property owned or leased by the company
6. Schedule 6 - Material Contracts: List and details of material contracts
7. Schedule 7 - Intellectual Property: Details of IP owned or licensed by the company
8. Schedule 8 - Employee Information: Details of key employees and their terms of employment
9. Schedule 9 - Disclosed Information: List of information disclosed during due diligence
10. Schedule 10 - Completion Accounts: Format and requirements for completion accounts if price adjustment mechanism included
Authors
Accounting Standards
Agreement
Associated Person
Board
Business
Business Day
Claim
Companies Act
Company
Completion
Completion Accounts
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosed
Disclosure Letter
Encumbrance
Financial Year
Governmental Authority
Group
GST
Intellectual Property Rights
Law
Liabilities
Limitation Period
Loss
Material Adverse Change
Material Contracts
NZSX
Ordinary Course of Business
Parties
Permitted Encumbrance
Purchase Price
Purchaser
Related Company
Relevant Period
Representatives
Sale Shares
Securities
Shareholder
Subsidiaries
Tax
Tax Authority
Tax Liability
Transaction Documents
Vendor
Vendor Group
Warranties
Warranty Claim
Definitions
Sale and Purchase of Shares
Purchase Price
Payment Terms
Conditions Precedent
Pre-completion Covenants
Completion Obligations
Post-completion Obligations
Warranties
Indemnities
Tax Covenants
Limitations on Liability
Confidentiality
Announcements
Non-Competition
Non-Solicitation
Employee Matters
Intellectual Property
Data Protection
Restrictive Covenants
Further Assurance
Assignment
Notices
Costs
Set-off
Entire Agreement
Amendments
Waiver
Severability
Force Majeure
Governing Law
Dispute Resolution
Third Party Rights
Counterparts
Financial Services
Technology
Manufacturing
Retail
Healthcare
Professional Services
Real Estate
Energy
Mining
Agriculture
Transportation
Telecommunications
Media and Entertainment
Construction
Education
Legal
Finance
Corporate Development
Mergers & Acquisitions
Risk Management
Compliance
Corporate Secretariat
Board of Directors
Executive Leadership
Treasury
Tax
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Managing Director
Finance Director
Business Development Manager
Investment Manager
Mergers & Acquisitions Director
Corporate Development Manager
Risk Manager
Compliance Officer
Board Director
General Counsel
Transaction Manager
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