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Share Sale And Purchase Agreement

Share Sale And Purchase Agreement Template for New Zealand

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Key Requirements PROMPT example:

Share Sale And Purchase Agreement

"I need a Share Sale and Purchase Agreement for selling 100% of my small technology company's shares to a local buyer, with completion scheduled for March 15, 2025, and payment to be made in full at completion."

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Document background
The Share Sale and Purchase Agreement is a critical document used in New Zealand corporate transactions when transferring ownership of shares from one party to another. It serves as the primary transaction document that captures all essential terms and conditions of the share sale, including the purchase price, payment mechanisms, warranties, and completion procedures. This agreement type is particularly important as it needs to comply with New Zealand's specific regulatory requirements, including the Companies Act 1993, Financial Markets Conduct Act 2013, and other relevant legislation. It's commonly used in various contexts, from small private company transactions to large corporate acquisitions, and can be adapted to accommodate different transaction structures, such as full or partial share transfers, multiple sellers or buyers, and various payment arrangements including deferred consideration or earn-out provisions.
Suggested Sections

1. Parties: Identifies and provides full details of the seller(s) and purchaser(s), including registration numbers for companies

2. Background: Sets out the context of the transaction, including brief description of the company and the shares being sold

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Sale and Purchase: Core provision establishing the agreement to sell and purchase the shares

5. Purchase Price: Specifies the consideration and payment terms, including any adjustments or earn-out mechanisms

6. Conditions Precedent: Lists any conditions that must be satisfied before completion can occur

7. Pre-completion Obligations: Details the obligations of both parties between signing and completion

8. Completion: Specifies the completion date, location, and actions required at completion

9. Seller Warranties: Contains the seller's warranties about the shares, company, and business

10. Purchaser Warranties: Contains the purchaser's warranties, including capacity to enter the agreement

11. Limitations on Claims: Sets out limitations on warranty claims, including time limits and financial thresholds

12. Confidentiality: Provisions regarding confidentiality of the transaction and company information

13. Announcements: Requirements for public announcements about the transaction

14. General Provisions: Standard boilerplate clauses including notices, amendments, governing law

Optional Sections

1. Price Adjustment: Used when the purchase price may be adjusted based on completion accounts or other mechanisms

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

3. Tax Covenant: Detailed tax indemnities, used in larger transactions or where specific tax risks exist

4. Non-competition: Restraints on the seller's future business activities, used when protecting goodwill is important

5. Transitional Services: Required when the seller will provide services to the company post-completion

6. Employee Matters: Specific provisions dealing with key employees or employee arrangements

7. Intellectual Property: Detailed IP provisions where IP is a significant company asset

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

9. Guarantee: When a parent company or third party guarantees the obligations of a party

Suggested Schedules

1. Share Details: Details of the shares being sold, including class, numbers, and share certificates

2. Company Details: Key information about the company, including corporate details and financial position

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

4. Properties: Details of any real property owned or leased by the company

5. Material Contracts: List and details of the company's material contracts

6. Intellectual Property: Schedule of company's IP rights and registrations

7. Employees: Details of employees and their terms of employment

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

9. Disclosed Documents: List of documents disclosed against the warranties

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
Accounting Standards
Agreed Form
Agreement
Board
Business
Business Day
Companies Act
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Constitution
Disclosed
Disclosure Letter
Encumbrance
Financial Year
Group
GST
Intellectual Property Rights
Loss
Management Accounts
Material Adverse Change
Material Contracts
New Zealand GAAP
Parties
Permitted Encumbrance
Purchase Price
Purchaser
Related Company
Relevant Period
Sale Shares
Seller
Shareholders Agreement
Signing Date
Subsidiary
Tax
Tax Authority
Tax Liability
Transaction Documents
Warranties
Working Capital
Clauses
Interpretation
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-completion Undertakings
Completion
Post-completion Obligations
Warranties
Indemnities
Limitations on Claims
Tax Covenants
Non-competition
Confidentiality
Announcements
Data Protection
Assignment
Further Assurance
Costs
Notices
Entire Agreement
Variation
Waiver
Severability
Force Majeure
Counterparts
Governing Law
Dispute Resolution
Third Party Rights
Time of Essence
Good Faith
Remedies
Company Administration
Share Transfer Mechanics
Intellectual Property
Employee Matters
Representations
Security
Guarantee
Default
Termination
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

Risk Management

Compliance

Corporate Secretarial

Tax

Strategy

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Director

Company Secretary

Investment Manager

Business Development Manager

Mergers & Acquisitions Manager

Financial Controller

Corporate Finance Manager

Due Diligence Manager

Risk Manager

Compliance Officer

Transaction Advisory Manager

Industries
Companies Act 1993: Primary legislation governing company operations in New Zealand, including share transfers, shareholder rights, and company constitution requirements.
Contract and Commercial Law Act 2017: Provides the fundamental legal framework for contract formation, enforcement, and remedies in commercial transactions.
Financial Markets Conduct Act 2013: Regulates financial market conduct and provides for fair dealing in trading of financial products, including shares.
Income Tax Act 2007: Covers tax implications of share transfers, including capital gains considerations and stamp duty requirements.
Overseas Investment Act 2005: Relevant if the share purchase involves overseas investors, setting out requirements for foreign investment approval.
Fair Trading Act 1986: Ensures fair trading practices and prohibits misleading or deceptive conduct in business transactions.
Anti-Money Laundering and Countering Financing of Terrorism Act 2009: Requires due diligence and compliance with AML/CFT obligations in significant financial transactions.
Personal Property Securities Act 1999: Relevant for any security interests that might be created or affected by the share transfer.
Privacy Act 2020: Governs the collection, use, and disclosure of personal information in the course of the transaction.
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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