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Deed Of Sale Of Shares
"I need a Deed of Sale of Shares for the transfer of 40% shareholding in a New Zealand tech startup from three individual sellers to a corporate investor, with completion scheduled for March 2025 and including earn-out provisions based on revenue targets."
1. Parties: Identifies and details all parties to the deed, including the seller(s) and purchaser(s) of the shares
2. Background: Sets out the context of the transaction, including details of the company whose shares are being transferred
3. Definitions and Interpretation: Defines key terms used throughout the deed and establishes interpretation principles
4. Sale and Purchase: Core provision detailing the agreement to sell and purchase the shares
5. Purchase Price: Specifies the consideration and payment terms for the shares
6. Completion: Details the completion (settlement) process, timing, and requirements
7. Seller's Warranties: Warranties given by the seller regarding the shares, company status, and other material matters
8. Purchaser's Warranties: Basic warranties from the purchaser, including capacity to enter the deed and financial ability
9. Pre-Completion Obligations: Obligations of parties between signing and completion
10. Confidentiality: Provisions regarding confidentiality of the transaction and company information
11. Notices: Specifies how formal notices under the deed must be given
12. General Provisions: Standard boilerplate provisions including governing law, entire agreement, and amendments
1. Purchase Price Adjustment: Used when the price may be adjusted based on completion accounts or other factors
2. Earn-out Provisions: Included when part of the purchase price is contingent on future performance
3. Tax Indemnity: Detailed tax provisions when specific tax risks need to be allocated
4. Non-Competition: Restraint of trade provisions when the seller needs to be restricted from competing
5. Continued Employment: Used when key shareholders will remain employed by the company
6. Intellectual Property: Special provisions for companies where IP is a significant asset
7. Related Party Arrangements: Provisions dealing with existing related party arrangements that need to be terminated or continued
8. Overseas Investment Conditions: Required when the transaction needs overseas investment approval
1. Share Details: Details of the shares being sold including class, number, and percentage of total issued shares
2. Company Details: Full corporate information about the company whose shares are being transferred
3. Warranties: Detailed warranties given by the seller about the company and its business
4. Completion Requirements: Detailed list of documents and actions required for completion
5. Disclosed Matters: Specific disclosures against the warranties
6. Form of Share Transfer: The prescribed form for transferring the shares
7. Board Resolutions: Pro-forma board resolutions required to approve the share transfer
8. Existing Charges and Encumbrances: List of any existing charges or encumbrances over the shares or company assets
Authors
Financial Services
Professional Services
Technology
Manufacturing
Retail
Healthcare
Real Estate
Agriculture
Mining
Energy
Transportation
Education
Construction
Hospitality
Telecommunications
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Board of Directors
Executive Leadership
Investment
Corporate Advisory
Corporate Secretariat
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Director
Managing Director
Investment Manager
Business Development Manager
Financial Controller
Compliance Officer
Corporate Advisory Manager
Mergers & Acquisitions Manager
Board Member
Transaction Manager
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