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Agreement For Sale And Purchase Of Shares
"I need an Agreement for Sale and Purchase of Shares for acquiring 60% shareholding in an Australian tech startup, with an earn-out mechanism based on performance targets through to December 2025, and the deal includes ongoing employment agreements for three key founders."
1. Parties: Identifies the seller(s), purchaser(s) and the company whose shares are being sold
2. Background: Sets out the context of the transaction and basic information about the company and shares
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles
4. Sale and Purchase: Core agreement to sell and purchase the shares
5. Purchase Price: Specifies the consideration and payment terms
6. Conditions Precedent: Conditions that must be satisfied before completion
7. Pre-completion Obligations: Parties' obligations between signing and completion
8. Completion: Details of when, where and how completion will occur
9. Warranties: Seller's warranties about the shares and the company
10. Tax Indemnity: Seller's indemnities relating to tax liabilities
11. Confidentiality: Obligations regarding confidential information
12. Announcements: Requirements for public announcements about the transaction
13. Notices: How formal notices must be given between parties
14. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, etc.
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Vendor Finance: Include when seller is providing financing for the purchase
3. Non-competition: Restraints on seller's future business activities, if required
4. Employee Matters: Include when there are specific arrangements for key employees
5. Intellectual Property: Special provisions for companies with significant IP assets
6. Environmental Matters: Include for companies with environmental risks or obligations
7. Property Matters: Include when company owns significant real estate assets
8. Regulatory Compliance: Special provisions for heavily regulated industries
1. Details of the Company: Company information including shareholding structure
2. Details of the Shares: Specific information about shares being transferred
3. Purchase Price Calculation: Detailed methodology for calculating the purchase price
4. Completion Requirements: Detailed list of documents and actions required at completion
5. Warranties: Detailed warranties about the company and its business
6. Disclosed Materials: List of due diligence materials provided to purchaser
7. Form of Resignation Letters: Template resignation letters for outgoing directors
8. Form of Share Transfer Forms: Template share transfer documentation
9. Company Assets: List of major company assets
10. Material Contracts: List of important contracts affecting the company
Authors
Financial Services
Technology
Manufacturing
Retail
Healthcare
Mining and Resources
Professional Services
Real Estate
Agriculture
Transportation and Logistics
Energy
Telecommunications
Education
Construction
Media and Entertainment
Legal
Corporate Development
Finance
Mergers & Acquisitions
Tax
Compliance
Risk Management
Corporate Secretariat
Treasury
Executive Leadership
Chief Executive Officer
Chief Financial Officer
Company Secretary
Corporate Lawyer
Legal Counsel
Investment Manager
Mergers & Acquisitions Director
Corporate Development Manager
Finance Director
Business Development Director
Transaction Manager
Due Diligence Manager
Compliance Officer
Risk Manager
Board Director
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