Equity Buyout Agreement Template for Australia
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Equity Buyout Agreement
"I need an Equity Buyout Agreement for a tech startup where three founding shareholders are selling 60% of their shares to a venture capital firm, with completion scheduled for March 2025 and including specific provisions for intellectual property protection and ongoing technical consulting arrangements."
1. Parties: Identification of all parties to the agreement including the seller(s) and buyer(s)
2. Background: Context of the transaction, including company details and reason for the buyout
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase of Shares: Core transaction terms including shares being sold and purchase price
5. Purchase Price and Payment: Detailed payment terms, including payment method, timing, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of parties between signing and completion
8. Completion: Process and requirements for completing the transaction
9. Seller Warranties: Warranties given by the seller regarding the company and shares
10. Buyer Warranties: Warranties given by the buyer regarding capacity and authority
11. Indemnities: Protection mechanisms for breach of warranties or other specified events
12. Confidentiality: Obligations regarding confidential information
13. Announcements: Requirements for public announcements about the transaction
14. Dispute Resolution: Process for resolving disputes between parties
15. General Provisions: Standard boilerplate clauses including notices, governing law, etc.
1. Employee Matters: Required when the buyout affects employment arrangements or includes key employee provisions
2. Intellectual Property: Needed when specific IP arrangements need to be addressed as part of the buyout
3. Tax Matters: Detailed tax provisions when specific tax arrangements or indemnities are required
4. Non-Competition: Restraint provisions when sellers need to be restricted from competing
5. Transitional Services: Required when ongoing services from seller to company are needed post-completion
6. Bank Guarantees: When payment security or performance guarantees are required
7. Environmental Matters: For companies with significant environmental considerations or risks
8. Property Matters: When real property holdings are significant to the transaction
1. Schedule 1 - Company Details: Detailed information about the company including shareholding structure
2. Schedule 2 - Shares Being Transferred: Specific details of shares being sold including share numbers and classes
3. Schedule 3 - Purchase Price Calculation: Formula and mechanisms for calculating final purchase price
4. Schedule 4 - Completion Requirements: Detailed list of documents and actions required at completion
5. Schedule 5 - Warranties: Comprehensive list of seller warranties
6. Schedule 6 - Disclosed Materials: List of due diligence materials and disclosures against warranties
7. Schedule 7 - Key Contracts: List of material contracts affecting the company
8. Schedule 8 - Properties: Details of real property owned or leased by the company
9. Appendix A - Completion Documents: Forms of share transfer and other completion documents
10. Appendix B - Board Resolutions: Pro-forma board resolutions required for completion
Authors
Accounts
Accounts Date
Agreement
ASIC
Associate
ASX
Authorisation
Business
Business Day
Buyer
Claim
Company
Completion
Completion Date
Completion Documents
Confidential Information
Constitution
Corporations Act
Disclosed Materials
Disclosure Letter
Duty
Effective Date
Encumbrance
End Date
Excluded Assets
Financial Year
FIRB
FIRB Approval
GST
GST Act
Guarantor
Intellectual Property Rights
Key Contracts
Key Employees
Liability
Loss
Material Adverse Change
Material Contract
Notice
Parties
Payment Date
Permitted Encumbrance
Purchase Price
Related Body Corporate
Related Party
Relevant Interest
Representatives
Sale Shares
Seller
Seller Group
Seller Warranties
Shareholders Agreement
Subsidiaries
Tax
Tax Act
Tax Authority
Tax Law
Third Party Claim
Transaction
Transaction Documents
Warranties
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Indemnities
Restrictive Covenants
Confidentiality
Announcements
Tax Matters
Employee Matters
Intellectual Property
Records and Access
Further Assurance
Assignment
Notices
Force Majeure
Severability
Dispute Resolution
Governing Law
Jurisdiction
Costs
Entire Agreement
Amendments
Counterparts
Time of Essence
Good Faith
Survival
Third Party Rights
Waiver
Set-off
Attorney
Company Management
Shareholder Matters
Guarantee and Indemnity
Competition and Restraint
Transitional Services
Security Interests
Default
Remedies
Termination
Financial Services
Professional Services
Manufacturing
Technology
Real Estate
Healthcare
Retail
Mining and Resources
Agriculture
Construction
Education
Transport and Logistics
Media and Entertainment
Telecommunications
Energy
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Management
Company Secretariat
Tax
Compliance
Due Diligence
Corporate Advisory
Investment
Risk Management
Chief Executive Officer
Chief Financial Officer
Managing Director
Company Director
Corporate Lawyer
Legal Counsel
Company Secretary
Financial Controller
Investment Manager
Business Development Manager
Corporate Advisory Manager
Mergers & Acquisitions Director
Private Equity Manager
Venture Capital Manager
Transaction Advisory Manager
Due Diligence Manager
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