Company Purchase Agreement

Company Purchase Agreement Template for New Zealand

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Key Requirements PROMPT example:

"I need a Company Purchase Agreement under New Zealand law for the acquisition of a medium-sized technology company, with specific provisions for intellectual property protection and an earn-out mechanism based on 2025 performance targets."

Document background

The Company Purchase Agreement is a fundamental transaction document used in New Zealand business acquisitions when one party wishes to purchase a company from its current owner(s). This comprehensive agreement is essential for both private and public company transactions, requiring compliance with New Zealand's legal framework, particularly the Companies Act 1993 and Contract and Commercial Law Act 2017. It typically includes detailed provisions covering purchase price mechanics, warranties, indemnities, conditions precedent, and completion requirements. The document is crucial for protecting both parties' interests and ensuring a smooth transfer of ownership while addressing key aspects such as employee matters, asset transfers, and ongoing obligations. It serves as the primary reference point for the transaction terms and often involves extensive negotiation between parties and their advisors.

Suggested Sections

1. Parties: Identifies and defines all parties to the agreement, including full legal names and registered addresses

2. Background: Sets out the context of the transaction and brief description of the company being purchased

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

4. Sale and Purchase: Core transaction terms including what is being sold (shares/assets) and purchase price

5. Purchase Price and Payment: Details of consideration, payment terms, adjustments, and payment mechanics

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: Process and requirements for completing the transaction

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

10. Limitations on Claims: Limitations on warranty claims and seller's liability

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. Further Assurance: Obligations to take further actions necessary to give effect to the agreement

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

16. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

Optional Sections

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

2. Employee Matters: Specific provisions dealing with employees - used when employment arrangements are material to the transaction

3. Intellectual Property: Detailed IP provisions - used when IP is a significant asset

4. Property Matters: Specific provisions for real property - used when company owns 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 contingent payments

7. Break Fee: Compensation if deal fails - used in larger transactions or where significant costs involved

8. Regulatory Compliance: Specific regulatory obligations - used in regulated industries

9. Transitional Services: Post-completion service arrangements - used when seller provides ongoing services

Suggested Schedules

1. Company Details: Detailed information about the target company including share capital structure

2. Warranties: Detailed warranties about the company and business

3. Properties: Details of owned and leased properties

4. Intellectual Property: List of IP rights owned or licensed

5. Material Contracts: Summary of key contracts

6. Employees: List of employees and key employment terms

7. Completion Obligations: Detailed list of completion deliverables

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

9. Disclosed Matters: Specific disclosures against warranties

10. Working Capital Statement: Agreed form of working capital calculation

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ ��Ƶ | 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

Clauses

Relevant Industries

Manufacturing

Technology

Retail

Professional Services

Healthcare

Construction

Hospitality

Agriculture

Mining

Transport and Logistics

Education

Real Estate

Financial Services

Media and Entertainment

Energy and Utilities

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Risk Management

Compliance

Executive Leadership

Corporate Secretariat

Business Development

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Corporate Lawyer

Legal Counsel

Company Secretary

Finance Director

Business Development Manager

Mergers & Acquisitions Director

Commercial Director

Risk Manager

Corporate Development Manager

Investment Manager

Transaction Manager

Due Diligence Manager

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