A Share Buyout Agreement is a crucial document used when existing shareholders in an Australian company are selling their shares to other shareholders or back to the company itself. This agreement is essential in situations such as shareholder exits, succession planning, corporate restructuring, or dispute resolution. The document must comply with Australian corporate law, particularly the Corporations Act 2001 (Cth) and relevant state legislation. It typically includes detailed provisions on share valuation, payment terms, warranties, representations, tax implications, and completion mechanics. The agreement is particularly important for private companies and family businesses, where share transfers need to be carefully structured to protect all parties' interests and ensure regulatory compliance.
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1. Parties: Identification of all parties to the agreement including the company, selling shareholders, and purchasing shareholders
2. Background: Context of the transaction, current shareholding structure, and purpose of the buyout
3. Definitions and Interpretation: Definitions of key terms and interpretation clauses
4. Agreement to Sell and Purchase: Core agreement for the sale and purchase of shares, including number of shares and price
5. Purchase Price and Payment: Detailed terms of consideration, payment method, and timing
6. Conditions Precedent: Any conditions that must be satisfied before completion
7. Completion: Timing, location, and mechanics of completion, including actions required at completion
8. Seller Warranties: Warranties given by the selling shareholders regarding their capacity to sell and the shares being sold
9. Company Warranties: Warranties about the company's business, assets, and liabilities
10. Tax Matters: Treatment of tax liabilities and indemnities
11. Confidentiality: Obligations regarding confidential information
12. Announcements: Provisions regarding public announcements about the transaction
13. Costs: Allocation of transaction costs
14. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
2. Non-Compete Covenants: Include when sellers need to be restricted from competing post-sale
3. Continuing Employment: Include when selling shareholders will continue employment with the company
4. Third Party Consents: Include when the transaction requires specific third-party approvals
5. Staged Completion: Include when the buyout will occur in multiple stages
6. Security for Payment: Include when payment security arrangements are required
7. Post-Completion Adjustments: Include when price adjustments based on completion accounts are required
8. Intellectual Property Rights: Include when specific IP arrangements need to be addressed
1. Share Details: Details of shares being transferred including share certificate numbers and shareholder information
2. Purchase Price Calculation: Detailed methodology for calculating the purchase price
3. Completion Requirements: Detailed list of documents and actions required at completion
4. Company Information: Key company details including financial statements and material contracts
5. Warranties: Detailed warranties and representations
6. Transfer Forms: Share transfer forms and other required documentation
7. Board Resolutions: Required company and board resolutions
8. Deed of Release: Release of outgoing shareholders from guarantees and obligations
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