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Short Form Stock Purchase Agreement
"I need a Short Form Stock Purchase Agreement for selling 100% of my small tech company's shares to a local buyer, with completion scheduled for March 15, 2025, and payment to be made in two installments."
1. Parties: Identification of the Seller(s) and Purchaser(s) with full legal names and addresses
2. Background: Brief context of the transaction, including company details and reason for the share transfer
3. Definitions: Key terms used throughout the agreement, including 'Shares', 'Completion Date', 'Purchase Price'
4. Sale and Purchase: Core agreement to sell and purchase the shares, stating number of shares and price
5. Purchase Price and Payment: Amount, currency, payment method, and timing of payment
6. Completion: Details of when and how the transfer will be completed, including delivery of share certificates
7. Seller's Warranties: Basic warranties about share ownership, authority to sell, and absence of encumbrances
8. Purchaser's Warranties: Basic warranties about authority to purchase and ability to pay
9. Confidentiality: Basic confidentiality obligations regarding the transaction
10. Governing Law: Specification that New Zealand law governs the agreement
11. Execution: Signature blocks for all parties
1. Board and Shareholder Approvals: Required if company constitution or shareholders' agreement requires specific approvals
2. Conditions Precedent: Include if completion is subject to specific conditions like regulatory approvals
3. Security Interest Declaration: Include if shares are subject to any existing security interests
4. Tax Warranties: Additional section if specific tax implications need to be addressed
5. Non-Competition: Include if seller should be restricted from competing post-sale
6. Overseas Investment Office Approval: Required if purchaser is an overseas person under NZ law
7. Dividend Rights: Include if there are specific arrangements about pre-completion dividends
1. Share Details: Schedule listing share certificate numbers, share classes, and current ownership details
2. Company Details: Key information about the company including registration number, registered office, directors
3. Warranties: Detailed warranties if more extensive than basic warranties in main agreement
4. Completion Requirements: Checklist of documents and actions required for completion
5. Existing Encumbrances: If applicable, details of any existing security interests or encumbrances
6. Board Resolution: Pro-forma board resolution approving the share transfer
Authors
Business Day
Company
Companies Office
Completion
Completion Date
Confidential Information
Encumbrance
Governmental Authority
GST
Losses
Material Adverse Change
Party/Parties
Purchase Price
Purchaser
Seller
Shares
Share Certificates
Shareholders' Agreement
Transaction Documents
Transfer Form
Warranties
Sale and Purchase
Purchase Price
Payment Terms
Completion
Conditions Precedent
Pre-Completion Obligations
Seller Warranties
Purchaser Warranties
Share Transfer
Board Approval
Confidentiality
Notices
Assignment
Further Assurance
Costs
Governing Law
Dispute Resolution
Entire Agreement
Severability
Amendments
Counterparts
Financial Services
Professional Services
Technology
Real Estate
Manufacturing
Retail
Agriculture
Healthcare
Education
Construction
Mining
Tourism
Transport and Logistics
Energy
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive
Investment
Commercial
Corporate Advisory
Company Secretariat
Chief Executive Officer
Chief Financial Officer
Company Director
Company Secretary
Legal Counsel
Corporate Lawyer
Investment Manager
Business Development Manager
Financial Controller
Mergers & Acquisitions Manager
Investment Banker
Managing Director
Commercial Manager
Business Owner
Finance Manager
Corporate Advisory Manager
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