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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."
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
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
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
Financial Services
Technology
Manufacturing
Retail
Healthcare
Professional Services
Real Estate
Mining and Resources
Agriculture
Construction
Energy
Telecommunications
Transport and Logistics
Media and Entertainment
Education
Legal
Finance
Corporate Development
Mergers & Acquisitions
Risk and Compliance
Executive Leadership
Company Secretariat
Tax
Business Development
Strategy
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
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Share Sale And Purchase Agreement
An Australian law-governed agreement for the sale and purchase of shares in a company, detailing transaction terms, warranties, and completion requirements.
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