The Share Acquisition Agreement is a crucial document used in New Zealand business transactions where one party intends to acquire ownership in a company through the purchase of shares. This agreement is essential for both private and public company transactions, though specific requirements may vary. It must comply with New Zealand legislation, including the Companies Act 1993, Financial Markets Conduct Act 2013, and relevant tax laws. The document typically includes detailed provisions covering purchase price mechanisms, warranties and indemnities, conditions precedent, and completion procedures. It's particularly important in transactions involving significant business assets, especially when overseas investment approval may be required under New Zealand's foreign investment regime. The Share Acquisition Agreement serves as the primary transaction document that governs the rights and obligations of all parties involved in the share transfer process.
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1. Parties: Identification of the vendor(s) and purchaser(s), including full legal names and addresses
2. Background: Context of the transaction, including brief description of the company and reason for the share transfer
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, class of shares, and agreement to sell and purchase
5. Purchase Price: Details of the consideration, including amount, payment method, and any adjustments
6. Conditions Precedent: Any conditions that must be satisfied before completion can occur
7. Pre-completion Obligations: Obligations of both parties between signing and completion, including conduct of business requirements
8. Completion: Mechanics of completion, including timing, location, and actions required
9. Warranties: Standard warranties given by the vendor regarding the shares and the company
10. Limitations on Claims: Limitations on warranty claims including time limits and financial thresholds
11. Confidentiality: Obligations regarding confidential information and announcements
12. Tax Indemnity: Vendor's indemnity for pre-completion tax liabilities
13. General Provisions: Standard boilerplate provisions including notices, amendments, and governing law
1. Vendor Financing: Include when part of the purchase price is being paid through vendor financing arrangements
2. Employee Matters: Include when there are specific arrangements or obligations regarding key employees
3. Intellectual Property: Include when IP is a significant asset requiring specific provisions
4. Non-Competition: Include when restraint of trade provisions are required for vendors
5. Break Fee: Include when parties agree to a break fee for specific termination events
6. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
7. Tag-Along/Drag-Along Rights: Include when there are multiple shareholders and specific exit rights are required
8. Transitional Services: Include when the vendor will provide services post-completion
1. Schedule 1 - Share Details: Details of the shares being sold including class, numbers, and current ownership
2. Schedule 2 - Company Details: Key information about the company including corporate structure and subsidiaries
3. Schedule 3 - Warranties: Detailed warranties given by the vendor
4. Schedule 4 - Completion Requirements: Detailed list of documents and actions required at completion
5. Schedule 5 - Properties: Details of real property owned or leased by the company
6. Schedule 6 - Material Contracts: List and details of material contracts
7. Schedule 7 - Intellectual Property: Details of IP owned or licensed by the company
8. Schedule 8 - Employee Information: Details of key employees and their terms of employment
9. Schedule 9 - Disclosed Information: List of information disclosed during due diligence
10. Schedule 10 - Completion Accounts: Format and requirements for completion accounts if price adjustment mechanism included
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