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Sales Of Shares Agreement

Sales Of Shares Agreement Template for New Zealand

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Key Requirements PROMPT example:

Sales Of Shares Agreement

"I need a Sales Of Shares Agreement for the sale of my technology startup to a larger corporation, with specific provisions for an earnout structure based on 2025 performance targets and protection of intellectual property rights."

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Document background
The Sales Of Shares Agreement is a crucial document used in New Zealand business transactions when transferring ownership of company shares from one party to another. It is essential for both private and public company transactions, though its application varies depending on the size and complexity of the deal. The agreement must comply with New Zealand's legal framework, particularly the Companies Act 1993, Financial Markets Conduct Act 2013, and relevant tax legislation. This document typically includes detailed provisions about the sale price, payment terms, warranties about the company and its business, conditions precedent, completion mechanics, and post-completion obligations. It's particularly important in mergers and acquisitions, corporate restructuring, and investment transactions, providing legal protection for both buyers and sellers while ensuring a clear framework for the transfer of ownership.
Suggested Sections

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

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

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, price, and payment terms

5. Purchase Price and Payment: Detailed breakdown of consideration, payment method, and timing

6. Pre-Completion Obligations: Actions required before completion, including conduct of business requirements

7. Completion: Process for completion, including timing, location, and deliverables

8. Warranties: Seller's warranties regarding the shares, company, and business

9. Limitations on Claims: Limitations on warranty claims, including time limits and financial caps

10. Confidentiality: Obligations regarding confidential information and announcements

11. Tax Matters: Tax-related warranties, indemnities, and obligations

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

Optional Sections

1. Conditions Precedent: Required for transactions subject to regulatory approvals, third-party consents, or other prerequisites

2. Employee Provisions: Needed when deal includes agreements about key employees or management

3. Non-Competition: Included when seller restraints are required to protect business value

4. Transitional Services: Required when seller will provide ongoing services post-completion

5. Escrow Arrangements: Used when part of purchase price is held in escrow

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

7. Break Fee: Required when parties want to specify compensation for transaction failure

8. Director Resignations: Needed when changes to board composition are part of the transaction

Suggested Schedules

1. Share Details: Details of shares being sold including class, numbers, and any encumbrances

2. Company Information: Key company details including corporate structure, subsidiaries, and material contracts

3. Warranties: Detailed warranties about the company, business, and shares

4. Properties: Details of company's real estate assets and leases

5. Intellectual Property: Schedule of IP rights owned or licensed by the company

6. Material Contracts: List and details of important commercial contracts

7. Completion Deliverables: List of documents and items to be delivered at completion

8. Disclosed Matters: Specific disclosures against warranties

9. Form of Resignation Letters: Template resignation letters for departing directors

10. Form of Board Resolutions: Template 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
Relevant legal definitions
















































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Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Professional Services

Healthcare

Real Estate

Construction

Energy

Agriculture

Mining

Transportation

Telecommunications

Education

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Investment

Risk & Compliance

Executive Leadership

Board of Directors

Company Secretariat

Treasury

Tax

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Corporate Lawyer

Legal Counsel

Company Secretary

Finance Director

Investment Manager

M&A Director

Business Development Manager

Commercial Director

Risk Manager

Compliance Officer

Board Director

Private Equity Manager

Investment Banker

Transaction Advisory 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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