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Shareholder Purchase Agreement

Shareholder Purchase Agreement Template for Australia

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Key Requirements PROMPT example:

Shareholder Purchase Agreement

"I need a Shareholder Purchase Agreement for the sale of 45% of shares in my Australian technology company to a foreign investor, with completion scheduled for March 2025 and including FIRB approval conditions."

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Document background
The Shareholder Purchase Agreement is a crucial document used when transferring ownership of shares in an Australian company from one party to another. It serves as the primary legal instrument governing the transaction and protecting the interests of both the seller and purchaser. This document becomes necessary whenever shares are being transferred, whether as part of a complete or partial exit, corporate restructuring, or strategic investment. The agreement must comply with Australian corporate law requirements, including the Corporations Act 2001 and relevant state legislation. It typically contains detailed provisions about the transaction structure, warranties about the company and shares, conditions precedent, completion mechanics, and post-completion obligations. The document may also include specific provisions for foreign investment approval if required under Australian foreign investment laws.
Suggested Sections

1. Parties: Identification of the seller(s) and purchaser(s) of the shares

2. Background: Context of the transaction, including company details and reason for the share transfer

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Sale and Purchase: Core transaction terms including number of shares, class of shares, and agreement to sell and purchase

5. Purchase Price: Specification of the purchase price and valuation methodology

6. Payment Terms: Details of how and when payment will be made, including any deposits or installments

7. Conditions Precedent: Conditions that must be satisfied before completion occurs

8. Pre-Completion Obligations: Obligations of parties between signing and completion

9. Completion: Details of the completion process, timing, and deliverables

10. Seller Warranties: Warranties given by the seller regarding the shares and company

11. Purchaser Warranties: Warranties given by the purchaser regarding capacity and authority

12. Confidentiality: Obligations regarding confidential information

13. Announcements: Requirements for public announcements about the transaction

14. Costs and Stamp Duty: Allocation of transaction costs and stamp duty obligations

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

Optional Sections

1. Tag Along Rights: Optional section when other shareholders should have the right to join the sale

2. Drag Along Rights: Optional section when majority shareholders should have the right to force minorities to join the sale

3. Security for Payment: Include when payment is not made in full at completion

4. Non-Competition: Include when seller should be restricted from competing post-sale

5. Tax Indemnity: Include for specific tax-related warranties and indemnities

6. Break Fee: Include when parties agree to compensation if the deal fails

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

8. FIRB Approval: Include when foreign investment approval is required

Suggested Schedules

1. Schedule 1 - Share Details: Details of shares being sold including class, paid-up status, and share certificate numbers

2. Schedule 2 - Company Details: Key information about the company including corporate structure and financial position

3. Schedule 3 - Warranties: Detailed list of warranties given by the seller

4. Schedule 4 - Completion Deliverables: List of documents and actions required at completion

5. Schedule 5 - Calculation of Purchase Price: Detailed methodology for calculating the purchase price if complex

6. Schedule 6 - Disclosed Materials: List of documents disclosed against the warranties

7. Appendix A - Share Transfer Form: Pro forma share transfer form

8. Appendix B - Board Resolutions: Pro forma board resolutions approving the transfer

Authors

Alex Denne

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

alex.den.21@genieai.co
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Relevant Industries

Financial Services

Professional Services

Technology

Manufacturing

Retail

Healthcare

Real Estate

Mining and Resources

Agriculture

Construction

Education

Transportation and Logistics

Media and Entertainment

Energy

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Board of Directors

Executive Leadership

Company Secretariat

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Managing Director

Finance Director

Business Development Manager

Investment Manager

Mergers & Acquisitions Director

Corporate Development Manager

Risk Manager

Compliance Officer

Board Director

Financial Controller

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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