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Company Share Purchase Agreement
"I need a Company Share Purchase Agreement for the acquisition of 100% shares in an Australian technology startup by a US-based corporation, with completion scheduled for March 2025, including earn-out provisions based on revenue targets and ongoing employment arrangements for key developers."
1. Parties: Identification of the seller(s), purchaser(s) and the target company
2. Background: Context of the transaction, including current ownership structure and purpose of the agreement
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including shares being sold and purchase price
5. Purchase Price and Payment: Detailed payment terms, including timing, method, and any adjustments
6. Conditions Precedent: Prerequisites that must be satisfied before completion can occur
7. Pre-completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
8. Completion: Mechanics of completion, including timing, location, and deliverables
9. Warranties and Representations: Standard warranties about the shares, company, and seller's capacity
10. Limitations on Claims: Limitations on warranty claims including time limits and financial thresholds
11. Tax Indemnities: Specific indemnities relating to tax liabilities
12. Confidentiality: Obligations regarding confidential information
13. Announcements: Requirements for public announcements about the transaction
14. General Provisions: Standard boilerplate clauses including notices, governing law, and dispute resolution
1. Earn-out: Used when part of the purchase price is contingent on future performance
2. Non-compete and Restraints: Required when sellers need to be restrained from competing post-completion
3. Management Arrangements: Needed when key management will continue or transition arrangements are required
4. Break Fee: Used in larger transactions where abort costs need to be covered
5. Escrow Arrangements: Required when part of the purchase price needs to be held in escrow
6. Third Party Consents: Needed when specific third party approvals are required
7. Employee Matters: Used when specific employee arrangements need to be addressed
8. Intellectual Property Rights: Required when IP is a significant component of the business
1. Details of the Company: Corporate information including shareholding structure, directors, and corporate history
2. Warranties: Detailed warranties about the business, assets, and liabilities
3. Completion Requirements: Detailed list of documents and actions required at completion
4. Properties: Details of real property owned or leased by the company
5. Material Contracts: List and details of important business contracts
6. Intellectual Property: Schedule of IP rights owned or licensed by the company
7. Employee Information: Details of employees including key terms of employment
8. Financial Accounts: Recent financial statements and management accounts
9. Disclosed Information: List of documents disclosed during due diligence
10. Form of Resignation Letters: Template resignation letters for outgoing directors
11. Form of Board Resolutions: Template board resolutions required for completion
Authors
Financial Services
Technology
Manufacturing
Retail
Healthcare
Professional Services
Real Estate
Mining and Resources
Agriculture
Construction
Transport and Logistics
Media and Entertainment
Energy
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Treasury
Tax
Company Secretariat
Risk and Compliance
Due Diligence
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
General Counsel
Company Secretary
Investment Banker
Private Equity Manager
Mergers & Acquisitions Director
Corporate Development Manager
Finance Director
Business Development Director
Transaction Advisory Partner
Due Diligence Manager
Commercial Director
Board Director
Managing Director
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