The Simple Stock Purchase Agreement is a fundamental legal document used in New Zealand business transactions for the transfer of company shares. This agreement is particularly suitable for straightforward share transfers in private companies, where one party (the seller) wishes to transfer their shareholding to another party (the purchaser). It includes essential elements such as the number and class of shares being transferred, purchase price, payment terms, and basic warranties about share ownership and authority to sell. The document ensures compliance with New Zealand's Companies Act 1993 and other relevant legislation while maintaining a simpler structure compared to more complex share purchase agreements. It's commonly used for smaller transactions, transfers between known parties, or situations where extensive due diligence and warranties are not required.
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1. Parties: Identifies and provides full legal details of the seller and purchaser
2. Background: Sets out the context of the transaction, including brief description of the company and the seller's ownership of shares
3. Definitions: Defines key terms used throughout the agreement
4. Sale and Purchase of Shares: Details the specific shares being sold and purchased, including class and number
5. Purchase Price: Specifies the amount to be paid for the shares and payment terms
6. Completion: Specifies the date, time, and location for completing the transaction
7. Seller's Warranties: Basic warranties regarding share ownership, authority to sell, and absence of encumbrances
8. Purchaser's Warranties: Basic warranties regarding authority to purchase and ability to pay
9. Confidentiality: Obligations to keep the transaction and related information confidential
10. Notices: How formal notices under the agreement must be given
11. General Provisions: Standard boilerplate clauses including governing law, entire agreement, and amendments
1. Pre-Completion Conditions: Used when completion is subject to specific conditions being met, such as regulatory approvals or third-party consents
2. Purchase Price Adjustment: Include when the final purchase price may be adjusted based on certain factors like net asset value
3. Company Warranties: More extensive warranties about the company's business, needed for larger or more complex transactions
4. Tax Indemnity: Include when specific tax risks need to be allocated between the parties
5. Non-Competition: Used when the seller needs to be restricted from competing after the sale
6. Board Resignation: Include when the seller is also a director and needs to resign
7. Shareholder Approval: Required when other shareholders have pre-emptive rights or need to approve the transfer
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 registration number, registered office, and directors
3. Completion Requirements: List of documents and actions required at completion
4. Form of Share Transfer: The prescribed form for transferring shares under NZ law
5. Warranties: Detailed warranties if more extensive than those in the main agreement
6. Required Consents: List of third-party consents required for the transfer
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Professional Services
Technology
Manufacturing
Retail
Healthcare
Real Estate
Agriculture
Construction
Education
Hospitality
Transportation
Energy
Media and Entertainment
Relevant Teams
Legal
Finance
Corporate Development
Compliance
Executive Leadership
Investment
Company Secretariat
Risk Management
Business Development
Corporate Finance
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Investment Manager
Business Development Manager
Financial Controller
Managing Director
Board Director
Shareholder
Company Director
Corporate Finance Manager
Compliance Officer
Investment Analyst
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