The Model Stock Purchase Agreement is a essential document used in Australian corporate transactions for the sale and purchase of shares in a company. It is particularly relevant when acquiring or divesting significant shareholdings or entire companies. The agreement comprehensively covers all aspects of the share transfer process, including detailed warranties about the company's business, financial position, and legal compliance. It incorporates specific provisions required under Australian law, including Corporations Act 2001 (Cth) compliance, ASIC requirements, and where relevant, FIRB approval processes. The document is structured to protect both parties' interests while ensuring the transaction meets all regulatory requirements and market practice standards. It includes mechanisms for price adjustments, conditions precedent, and completion procedures, making it suitable for both simple and complex share transactions in the Australian market.
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1. Parties: Identification of the buyer(s) and seller(s) and their legal details
2. Background: Context of the transaction and description of the target company
3. Definitions and Interpretation: Defined terms and rules for interpreting the agreement
4. Sale and Purchase: Core transaction terms including shares being sold and purchase price
5. Purchase Price and Payment: Detailed price provisions, payment mechanisms, and adjustments
6. Conditions Precedent: Requirements that must be met before completion can occur
7. Pre-Completion Obligations: Parties' obligations between signing and completion
8. Completion: Mechanics of closing the transaction, including timing and deliverables
9. Seller Warranties: Representations and warranties about the company and shares
10. Buyer Warranties: Representations and warranties about the buyer's capacity and authority
11. Limitations on Claims: Restrictions on warranty claims and indemnification
12. Confidentiality: Obligations regarding transaction and company information
13. Announcements: Rules for public statements about the transaction
14. Costs and Stamp Duty: Allocation of transaction expenses and duties
15. General Provisions: Standard boilerplate clauses including notices and amendments
16. Governing Law and Jurisdiction: Choice of law and dispute resolution provisions
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Employee Matters: Include when there are specific arrangements for key employees
3. Tax Indemnity: Detailed tax provisions when specific tax risks need to be allocated
4. Non-Competition: Restrictions on seller's future business activities, if required
5. Regulatory Compliance: Special provisions for regulated industries or FIRB approval
6. Break Fee: Compensation if the deal fails under specific circumstances
7. Escrow Arrangements: When part of the purchase price is held in escrow
8. Intellectual Property: Special provisions for IP-heavy businesses
9. Environmental Matters: For companies with significant environmental risks
10. Parent Company Guarantee: When parent company support is required
1. Details of the Company: Corporate information, share capital, and shareholders
2. Conditions Precedent: Detailed list of all conditions to be satisfied
3. Warranties: Comprehensive list of seller warranties
4. Properties: Details of real estate owned or leased by the company
5. Intellectual Property: List of IP rights owned or licensed
6. Material Contracts: Summary of key commercial agreements
7. Employees: List of employees and their key terms
8. Completion Obligations: Detailed list of closing deliverables
9. Form of Resignation Letters: Template letters for retiring directors
10. Disclosure Letter: Exceptions and qualifications to warranties
Relevant legal definitions
Accounting Standards
ASIC
Assets
ASX
Authorisation
Balance Sheet
Board
Business
Business Day
Buyer
Claim
Companies Act
Company
Competition Law
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Constitution
Control
Corporations Act
Director
Disclosure Letter
Disclosure Materials
Due Diligence
Effective Date
Employees
Encumbrance
Event of Default
FIRB
FIRB Approval
Financial Statements
Financial Year
Government Agency
GST
Guarantee
Guarantor
Holding Company
Intellectual Property
Interim Period
Key Employees
Law
Liabilities
Loss
Material Adverse Change
Material Contracts
Notice
Ordinary Shares
Parent Company
Parties
Permitted Encumbrance
Purchase Price
Records
Related Body Corporate
Related Party
Representatives
Sale Shares
Security Interest
Seller
Share Capital
Shareholders
Shares
Stamp Duty
Subsidiary
Sunset Date
Target Company
Tax
Tax Act
Tax Law
Third Party
Transaction
Transaction Documents
Warranties
Warranty Claim
ASIC
Assets
ASX
Authorisation
Balance Sheet
Board
Business
Business Day
Buyer
Claim
Companies Act
Company
Competition Law
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Constitution
Control
Corporations Act
Director
Disclosure Letter
Disclosure Materials
Due Diligence
Effective Date
Employees
Encumbrance
Event of Default
FIRB
FIRB Approval
Financial Statements
Financial Year
Government Agency
GST
Guarantee
Guarantor
Holding Company
Intellectual Property
Interim Period
Key Employees
Law
Liabilities
Loss
Material Adverse Change
Material Contracts
Notice
Ordinary Shares
Parent Company
Parties
Permitted Encumbrance
Purchase Price
Records
Related Body Corporate
Related Party
Representatives
Sale Shares
Security Interest
Seller
Share Capital
Shareholders
Shares
Stamp Duty
Subsidiary
Sunset Date
Target Company
Tax
Tax Act
Tax Law
Third Party
Transaction
Transaction Documents
Warranties
Warranty Claim
Clauses
Interpretation
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-completion Obligations
Completion
Post-completion Obligations
Warranties
Representations
Indemnities
Limitations on Claims
Tax
Employee Matters
Restrictive Covenants
Non-competition
Confidentiality
Announcements
Intellectual Property
Data Protection
Insurance
Force Majeure
Assignment
Further Assurance
Notices
Costs
Stamp Duty
Set-off
Severability
Entire Agreement
Amendments
Waiver
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Anti-corruption
Regulatory Compliance
Share Transfer Mechanics
Director Resignations
Corporate Authority
Break Fee
Material Adverse Change
Time of the Essence
Survival
Guarantees
Escrow Arrangements
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-completion Obligations
Completion
Post-completion Obligations
Warranties
Representations
Indemnities
Limitations on Claims
Tax
Employee Matters
Restrictive Covenants
Non-competition
Confidentiality
Announcements
Intellectual Property
Data Protection
Insurance
Force Majeure
Assignment
Further Assurance
Notices
Costs
Stamp Duty
Set-off
Severability
Entire Agreement
Amendments
Waiver
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Anti-corruption
Regulatory Compliance
Share Transfer Mechanics
Director Resignations
Corporate Authority
Break Fee
Material Adverse Change
Time of the Essence
Survival
Guarantees
Escrow Arrangements
Relevant Industries
Financial Services
Technology
Manufacturing
Professional Services
Healthcare
Real Estate
Mining and Resources
Retail
Agriculture
Energy
Telecommunications
Transport and Logistics
Education
Construction
Media and Entertainment
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Risk Management
Compliance
Tax
Treasury
Corporate Secretariat
Executive Leadership
Board of Directors
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Company Secretary
Legal Counsel
Investment Director
Mergers & Acquisitions Manager
Transaction Manager
Due Diligence Manager
Corporate Development Director
Finance Director
Financial Controller
Risk Manager
Compliance Officer
Board Director
Managing Director
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