The Equity Sale Agreement is a fundamental document used in New Zealand business transactions for transferring ownership of company shares from one party to another. It is essential when shareholders wish to sell their stake in a company, whether partial or complete, and requires careful consideration of New Zealand corporate law, securities regulations, and tax implications. The agreement typically includes detailed provisions about the transaction structure, warranties about the company's condition, indemnities, conditions precedent, and completion mechanics. It's particularly important for ensuring compliance with the Companies Act 1993 and other relevant New Zealand legislation, while protecting both parties' interests through clear documentation of their rights and obligations. The complexity and specific provisions of the agreement may vary depending on factors such as transaction size, industry sector, and whether the sale involves private or public company shares.
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1. Parties: Identification of the seller(s) and purchaser(s) with full legal names and addresses
2. Background: Context of the transaction, including company details and reason for the 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. 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 by each party
7. Warranties by Seller: Standard warranties about share ownership, authority to sell, and company status
8. Warranties by Purchaser: Warranties about purchaser's authority and ability to complete the purchase
9. Confidentiality: Obligations regarding confidential information and announcement of the transaction
10. Tax Matters: Allocation of tax liabilities and obligations regarding tax compliance
11. Further Assurance: Obligations to execute further documents and take actions necessary to complete the transaction
12. Notices: How formal notices under the agreement must be given
13. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and amendments
14. Execution: Signature blocks and execution requirements
1. Vendor Finance: Include when part of the purchase price is being paid through seller financing
2. Intellectual Property Warranties: Include for technology companies or where IP is a significant asset
3. Employee Matters: Include when there are specific agreements about key employees or employment arrangements
4. Non-Competition: Include when restricting seller's future business activities
5. Break Fee: Include when parties agree to compensation if the deal fails under specific circumstances
6. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
7. Related Party Contracts: Include when dealing with existing contracts between the company and related parties
8. Environmental Warranties: Include for companies with significant environmental risks or obligations
1. Share Details: Details of the shares being sold including class, rights, and any encumbrances
2. Purchase Price Calculation: Detailed calculation of the purchase price including adjustments
3. Completion Obligations: Detailed list of documents and actions required at completion
4. Warranties: Detailed warranties about the company and its business
5. Company Information: Key information about the company including corporate structure and subsidiaries
6. Material Contracts: List and details of material contracts affecting the company
7. Property Schedule: Details of any real property owned or leased by the company
8. Intellectual Property: Schedule of IP rights owned or licensed by the company
9. Disclosed Matters: Matters disclosed against the warranties
10. Form of Transfer Documents: Pro forma share transfer and other completion documents
Relevant legal definitions
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Clauses
Relevant Industries
Financial Services
Technology
Manufacturing
Retail
Professional Services
Healthcare
Real Estate
Mining and Resources
Agriculture
Construction
Education
Hospitality
Transport and Logistics
Media and Entertainment
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Company Secretariat
Board of Directors
Executive Leadership
Due Diligence
Corporate Finance
Risk Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Company Secretary
General Counsel
Legal Counsel
Corporate Lawyer
Investment Banker
Financial Controller
Business Development Manager
Mergers & Acquisitions Director
Transaction Advisory Manager
Company Director
Corporate Finance Manager
Tax Manager
Due Diligence Manager
Compliance Officer
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