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Business Share Sale Agreement

Business Share Sale Agreement Template for New Zealand

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Key Requirements PROMPT example:

Business Share Sale Agreement

"I need a Business Share Sale Agreement for the sale of my New Zealand-based technology company, involving transfer of 100% shares and significant intellectual property assets, with special attention to employee retention and protection of proprietary software licenses."

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Document background
The Business Share Sale Agreement is a crucial legal document used in New Zealand for transactions involving the sale and purchase of shares in a company. It is primarily utilized when a shareholder wishes to sell their ownership stake to another party, whether that be an individual or corporate entity. The agreement comprehensively covers all aspects of the transaction, including the sale terms, warranties, indemnities, and completion mechanics, while ensuring compliance with New Zealand's legal framework, particularly the Companies Act 1993, Contract and Commercial Law Act 2017, and relevant tax legislation. This document is essential for protecting both parties' interests and providing a clear roadmap for the transaction, including handling pre-completion conditions, post-completion obligations, and any specific requirements unique to the business being sold.
Suggested Sections

1. Parties: Identification of the seller(s) and purchaser(s) with full legal names and addresses

2. Background: Context of the transaction, including brief description of the company and reason for sale

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

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

5. Purchase Price: Specified purchase price, payment terms, and any adjustments

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

7. Pre-completion Obligations: Obligations of both parties between signing and completion

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 and other liability restrictions

11. Confidentiality: Obligations regarding confidential information

12. Tax Indemnity: Seller's indemnities for pre-completion tax liabilities

13. Further Assurance: Obligations to take further actions if necessary

14. Notices: Process for giving formal notices under the agreement

15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.

Optional Sections

1. Non-Competition and Restraint: Restrictions on seller's future business activities - used when seller could compete with the business

2. Employee Matters: Provisions dealing with employees - used when there are key employees or specific employment arrangements

3. Intellectual Property: Special provisions for IP - used when IP is a significant business asset

4. Real Property: Provisions dealing with property matters - used when company owns/leases significant real estate

5. Environmental Matters: Environmental warranties and indemnities - used for businesses with environmental risks

6. Earn-out Provisions: Structure for additional payments based on future performance - used when price includes performance-based components

7. Security for Claims: Provisions for securing warranty claims - used for high-risk transactions

8. Break Fee: Fee payable if deal doesn't proceed - used for significant transactions

9. Parent Company Guarantee: Guarantee from parent company - used when buyer/seller is subsidiary

10. Transitional Services: Post-completion service arrangements - used when seller provides crucial services

Suggested Schedules

1. Share Details: Details of shares being sold including share certificates, class rights

2. Purchase Price Calculation: Detailed methodology for calculating final purchase price including adjustments

3. Warranties: Comprehensive list of seller's warranties about the company and business

4. Company Information: Key details about the company including corporate information, licenses, permits

5. Material Contracts: List and details of important business contracts

6. Properties: Details of owned and leased properties

7. Intellectual Property: List of IP rights owned or used by the company

8. Employee Information: Details of employees including key terms of employment

9. Completion Obligations: Detailed list of actions and documents required at completion

10. Disclosed Information: List of information disclosed against the warranties

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

12. Board Resolutions: Form of board resolutions required for completion

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
Relevant legal definitions






















































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Relevant Industries

Professional Services

Manufacturing

Retail

Technology

Healthcare

Real Estate

Financial Services

Construction

Agriculture

Mining

Hospitality

Education

Transport and Logistics

Media and Entertainment

Energy and Utilities

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Executive Leadership

Board of Directors

Company Secretariat

Treasury

Corporate Affairs

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Managing Director

Business Development Manager

Company Secretary

Finance Director

Mergers & Acquisitions Manager

Investment Manager

Commercial Director

Risk Manager

Compliance Officer

Tax Manager

Corporate Development Director

Business Owner

Shareholder

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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