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Simple Stock Purchase Agreement Between Shareholders
"I need a Simple Stock Purchase Agreement Between Shareholders for my tech startup in Auckland, where I'm selling 25% of my shares to a fellow co-founder, with completion planned for March 2025 and payment in two installments."
1. Parties: Identifies and provides full legal details of the seller(s) and purchaser(s) of the shares
2. Background: Outlines the context of the transaction, including details about the company whose shares are being transferred
3. Definitions: Defines key terms used throughout the agreement
4. Sale and Purchase: Specifies the number and class of shares being sold and the agreed purchase price
5. Purchase Price and Payment: Details the purchase price, payment method, and timing of payment
6. Completion: Specifies the completion date and requirements for transfer of shares
7. Seller's Warranties: Standard warranties from the seller regarding ownership, authority to sell, and status of shares
8. Purchaser's Warranties: Basic warranties from the purchaser regarding authority and capacity to purchase
9. Confidentiality: Obligations regarding confidential information related to the transaction
10. Costs: Allocation of transaction costs between parties
11. Notices: Process for giving formal notices under the agreement
12. General Provisions: Standard boilerplate clauses including governing law, entire agreement, and amendments
13. Execution: Formal signing section with date and witness requirements
1. Conditions Precedent: Used when completion is subject to certain conditions being met, such as regulatory approvals or third-party consents
2. Security for Payment: Include when payment is not made in full at completion and security is required
3. Board Approval: Required when the company's constitution or shareholders' agreement requires board approval for share transfers
4. Tag-Along Rights: Include when existing shareholders should have the right to join in the sale
5. Drag-Along Rights: Include when majority shareholders should have the right to force minority shareholders to join in a sale
6. Non-Competition: Include when the seller should be restricted from competing post-sale
7. Tax Indemnity: Include when specific tax implications need to be addressed
1. Share Details: Detailed description of the shares being sold including share certificate numbers and share class rights
2. Company Details: Key information about the company including incorporation details, registered office, and directors
3. Warranties: Detailed warranties beyond those in the main agreement
4. Completion Requirements: Checklist of documents and actions required for completion
5. Existing Encumbrances: Details of any existing charges or encumbrances over the shares
6. Board Resolution: Copy of board resolution approving the share transfer (if required)
Authors
Technology
Retail
Manufacturing
Professional Services
Healthcare
Real Estate
Financial Services
Agriculture
Construction
Hospitality
Education
Media and Entertainment
Transport and Logistics
Energy
Legal
Finance
Corporate Governance
Compliance
Executive Leadership
Investment
Business Development
Company Secretariat
Risk Management
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Investment Manager
Business Owner
Managing Director
Financial Controller
Company Director
Compliance Officer
Corporate Governance Manager
Business Development Manager
Private Equity Manager
Venture Capital Manager
Find the exact document you need
Share Purchase Agreement Private Limited Company
A New Zealand-governed agreement for the sale and purchase of shares in a private limited company, outlining terms, conditions, and obligations of the transaction.
Simple Stock Purchase Agreement Between Shareholders
A New Zealand-compliant agreement for the direct transfer of company shares between existing shareholders, including terms of sale and standard warranties.
Shareholder Sale Agreement
A New Zealand-compliant agreement governing the sale and transfer of company shares between shareholders, outlining terms, conditions, and mutual obligations.
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