The Equity Purchase Agreement is a fundamental transaction document used in New Zealand for the sale and acquisition of company shares or equity interests. It is essential when transferring ownership of shares, whether for a partial or complete acquisition of a company. The agreement must comply with New Zealand's legal framework, particularly the Companies Act 1993, Financial Markets Conduct Act 2013, and relevant tax legislation. It typically includes detailed provisions on purchase price mechanics, warranties and representations, conditions precedent, completion procedures, and post-completion obligations. This document is crucial for protecting both parties' interests, ensuring regulatory compliance, and providing a clear framework for the transaction's execution. It's particularly important for private company transactions and can be adapted for various transaction sizes and complexities.
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1. Parties: Identification of the seller(s) and purchaser(s), including full legal names and addresses
2. Background: Context of the transaction, including brief description of the company and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion can occur
6. Completion: Details of when, where, and how completion will occur, including actions required at completion
7. Warranties and Representations: Seller's warranties about the company, shares, and authority to sell
8. Limitations on Claims: Limitations on warranty claims including time limits and financial caps
9. Confidentiality: Obligations regarding confidential information and announcements
10. Tax Indemnity: Seller's indemnification for pre-completion tax liabilities
11. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Seller Financing: Terms of any vendor financing arrangement if part of purchase price is deferred
2. Earn-out Provisions: Structure for additional payments based on future performance metrics
3. Non-competition: Restrictions on seller's future competitive activities
4. Employee Matters: Provisions dealing with key employees and management retention
5. Intellectual Property: Special provisions for protection and transfer of IP rights
6. Inter-company Debt: Treatment of any debt between the company and selling shareholders
7. Break Fee: Provisions for payment if either party terminates the agreement
8. Transitional Services: Terms for post-completion services provided by seller
1. Share Details: Detailed description of shares being sold including share numbers and classes
2. Purchase Price Calculation: Detailed methodology for calculating the final purchase price
3. Warranties: Comprehensive list of seller warranties
4. Company Information: Key details about the company including corporate structure and subsidiaries
5. Material Contracts: List and copies of material contracts
6. Properties: Details of company's real property interests
7. Intellectual Property: Schedule of IP rights owned or licensed by the company
8. Completion Obligations: Detailed list of documents and actions required at completion
9. Permitted Encumbrances: List of permitted encumbrances on the shares or company assets
10. Disclosure Letter: Seller's disclosures against the warranties
Relevant legal definitions
Clauses
Relevant Industries
Technology
Manufacturing
Professional Services
Retail
Healthcare
Real Estate
Financial Services
Energy
Agriculture
Mining
Construction
Transport and Logistics
Media and Entertainment
Education
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Risk and Compliance
Corporate Secretariat
Treasury
Tax
Business Development
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Legal Counsel
Company Secretary
Finance Director
Managing Director
Business Development Manager
Investment Manager
Corporate Development Director
Mergers & Acquisitions Manager
Transaction Advisory Manager
Risk Manager
Compliance Officer
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