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Share Sale And Purchase Agreement Template for Australia

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Key Requirements PROMPT example:

Share Sale And Purchase Agreement

"I need a Share Sale and Purchase Agreement for the acquisition of 100% of shares in an Australian technology startup, with specific provisions for intellectual property protection and an earn-out mechanism based on the next two years' performance, with completion planned for March 2025."

Document background
The Share Sale and Purchase Agreement is a fundamental document used in corporate acquisitions where ownership of a company changes hands through the transfer of shares. This agreement is essential for any share acquisition transaction in Australia, whether for private or public companies, and must comply with Australian corporate law, particularly the Corporations Act 2001 (Cth). It typically includes comprehensive details about the transaction structure, purchase price mechanisms, warranties about the company's condition, indemnities, conditions precedent to completion, and post-completion obligations. The agreement serves to protect both parties' interests by clearly documenting their rights and obligations, managing risk allocation, and establishing clear procedures for completion and post-completion matters. It's particularly crucial in ensuring compliance with Australian regulatory requirements and market practice.
Suggested Sections

1. Parties: Identifies and defines the vendor(s), purchaser(s) and any guarantors to the agreement

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

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

4. Sale and Purchase: Core transaction terms including the agreement to sell and purchase the shares

5. Purchase Price: Specifies the consideration and payment terms, including any adjustments

6. Conditions Precedent: Lists conditions 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: Details of the completion process, timing, and deliverables

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

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

11. Tax Indemnities: Specific indemnities relating to tax matters

12. Confidentiality: Obligations regarding confidential information

13. Announcements: Requirements for public announcements about the transaction

14. Costs: Allocation of transaction costs between parties

15. General Provisions: Standard boilerplate provisions including notices, amendments, governing law

Optional Sections

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

2. Vendor Finance: Include when the seller is providing financing for the purchase

3. Non-Competition: Include when restricting the seller from competing post-completion

4. Employee Matters: Include when there are specific arrangements for key employees

5. Intellectual Property: Include when IP is a significant asset requiring specific provisions

6. Environmental Matters: Include for businesses with significant environmental risks or obligations

7. Real Property: Include when the company owns significant real estate assets

8. Transitional Services: Include when the seller will provide services post-completion

9. Break Fee: Include when parties agree to break fees for failed completion

10. Foreign Investment Approval: Include when FIRB approval is required

Suggested Schedules

1. Share Details: Details of shares being sold including class, number, and percentage of total issued capital

2. Company Details: Corporate information about the target company

3. Warranties: Detailed warranties given by the seller

4. Disclosure Letter: Seller's disclosures against the warranties

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

6. Material Contracts: List and details of important contracts

7. Intellectual Property: Schedule of IP rights owned or licensed

8. Employee Information: Details of employees and their terms of employment

9. Completion Deliverables: List of documents and items to be delivered at completion

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

11. Working Capital Statement: Agreed form of working capital calculation if relevant

12. Data Room Index: Index of due diligence materials provided

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

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Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Healthcare

Professional Services

Real Estate

Mining and Resources

Agriculture

Construction

Energy

Telecommunications

Transport and Logistics

Media and Entertainment

Education

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Risk and Compliance

Executive Leadership

Company Secretariat

Tax

Business Development

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Legal Counsel

Company Secretary

Managing Director

Finance Director

Head of Mergers & Acquisitions

Investment Manager

Corporate Development Manager

Due Diligence Manager

Risk Manager

Compliance Officer

Business Development Director

Transaction Manager

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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