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Equity Interest Purchase Agreement Template for Australia

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Key Requirements PROMPT example:

Equity Interest Purchase Agreement

"I need an Equity Interest Purchase Agreement for the acquisition of a 75% stake in an Australian technology company, with completion scheduled for March 2025 and including earn-out provisions based on the target's performance over the following two years."

Document background
The Equity Interest Purchase Agreement is a fundamental transaction document used in Australian mergers and acquisitions to facilitate the transfer of ownership in a business through the sale of shares or other equity interests. It is typically employed when acquiring a controlling or significant interest in a company, whether private or public, and must comply with Australian corporate law requirements, including the Corporations Act 2001 (Cth) and ASIC regulations. The agreement comprehensively addresses crucial elements such as purchase price mechanics, conditions precedent, warranties about the business and its assets, tax indemnities, and completion procedures. It may also need to consider foreign investment approvals, competition law compliance, and industry-specific regulations depending on the transaction context.
Suggested Sections

1. Parties: Identification of buyer, seller(s), and any guarantors

2. Background: Context of the transaction, including description of the target company and purpose of the agreement

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and interpretation rules

4. Sale and Purchase: Core transaction terms including the equity interests being sold and purchase price

5. Purchase Price and Payment: Detailed terms of consideration, payment method, and timing

6. Conditions Precedent: Prerequisites that must be satisfied before completion can occur

7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements

8. Completion: Mechanics of completion, including timing, location, and deliverables

9. Warranties: Seller's warranties regarding the company, business, and sold shares

10. Limitations on Claims: Limitations on warranty claims, including time limits and financial thresholds

11. Tax Indemnity: Specific indemnities relating to tax matters

12. Confidentiality: Obligations regarding confidential information

13. Announcements: Requirements for public announcements about the transaction

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

Optional Sections

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

2. Employee Matters: Required when specific arrangements for key employees or management are needed

3. Non-Competition: Include when restraints on seller's future activities are required

4. Restructuring: Necessary when pre-completion corporate restructuring is required

5. Foreign Investment Conditions: Required for transactions involving foreign buyers requiring regulatory approval

6. Intellectual Property Rights: Detailed IP provisions when IP is a crucial asset

7. Transitional Services: Include when post-completion services from seller are required

8. Break Fee: Used in larger transactions where deal certainty is crucial

Suggested Schedules

1. Details of the Company: Corporate information, shareholding structure, and subsidiaries

2. Conditions Precedent: Detailed list of all conditions precedent

3. Completion Obligations: Detailed list of actions and deliverables required at completion

4. Warranties: Comprehensive list of seller's warranties

5. Properties: Details of all real estate owned or leased by the company

6. Intellectual Property: List of all IP rights owned or licensed by the company

7. Material Contracts: Summary of key contracts affecting the business

8. Employees: Details of key employees and their terms of employment

9. Disclosed Matters: Specific disclosures against the warranties

10. Form of Resignation Letters: Template resignation letters for outgoing directors

11. Completion Accounts: Format and principles for preparation of completion accounts

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






































































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Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Healthcare

Mining and Resources

Retail

Professional Services

Agriculture

Transport and Logistics

Energy

Media and Communications

Construction

Education

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Treasury

Board of Directors

Executive Leadership

Company Secretariat

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

M&A Director

Investment Banker

Company Secretary

Financial Controller

Business Development Manager

Corporate Development Director

Risk Manager

Compliance Officer

Finance Director

Managing Director

Board Director

Industries








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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