Share Buyout Agreement Template for New Zealand

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

2. Employee Matters: Include when the selling shareholder is also an employee/director and employment arrangements need to be addressed

3. Non-Compete and Non-Solicitation: Include when restrictions on the seller's future business activities are required

4. Tax Indemnities: Include when specific tax risks need to be allocated between the parties

5. Intellectual Property Rights: Include when IP ownership or licensing needs to be addressed as part of the transaction

6. Staged Completion: Include when the share transfer will occur in multiple stages

7. Bank Financing: Include when the purchase is being funded through bank financing requiring specific conditions

8. Shareholder Approval: Include when other shareholders' approval is required for the transaction

1. Schedule 1 - Share Details: Detailed description of the shares being sold, including share certificate numbers and share class rights

2. Schedule 2 - Company Details: Full company information including registration number, registered office, and current directors

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

4. Schedule 4 - Warranties: Comprehensive list of warranties given by the seller regarding the company and shares

5. Schedule 5 - Encumbrances: List of any existing encumbrances on the shares or company assets

6. Schedule 6 - Payment Terms: Detailed payment schedule if payment is to be made in installments

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

8. Appendix B - Share Transfer Forms: Pro-forma share transfer forms to be executed at completion