The Sale Of Shares Agreement is a crucial document in Australian corporate transactions, used when transferring ownership of shares from one party to another. It is essential for both private and public company share transfers, though its complexity may vary depending on the transaction size and nature. The agreement must comply with Australian corporate law requirements, particularly the Corporations Act 2001 (Cth), and typically includes comprehensive provisions covering purchase price, warranties, indemnities, and completion mechanics. It's commonly used in merger and acquisition transactions, corporate restructuring, and investment deals, providing legal protection for both buyers and sellers while ensuring proper documentation of the ownership transfer process.
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1. Parties: Identifies and defines the seller(s) and purchaser(s) of the shares
2. Background: Sets out the context of the transaction, including details of the company whose shares are being sold
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles
4. Sale and Purchase: Core provision establishing the agreement to sell and purchase the shares
5. Purchase Price: Details the consideration and payment terms, including any adjustments
6. Conditions Precedent: Specifies conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
8. Completion: Details of when, where and how completion will occur, including completion deliverables
9. Warranties: Seller's warranties about the shares, company, and business
10. Limitations on Claims: Limitations on warranty claims including time limits and financial thresholds
11. Confidentiality: Obligations regarding confidential information
12. Announcements: Requirements for public announcements about the transaction
13. Taxes and Costs: Allocation of transaction taxes and costs
14. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Post-Completion Adjustments: Mechanisms for adjusting the purchase price after completion based on completion accounts or other criteria
2. Earn-out Provisions: Details of any additional payments based on future performance
3. Employee Matters: Specific provisions dealing with key employees or employee arrangements
4. Intellectual Property: Special provisions regarding IP ownership and licensing
5. Non-Competition: Restrictions on seller's competing activities post-completion
6. Break Fee: Provisions for payment if the transaction fails to complete in certain circumstances
7. Guarantee: Parent company or personal guarantees for party obligations
8. Tag-Along/Drag-Along Rights: Rights for minority shareholders in case of partial share sales
9. Escrow Arrangements: Provisions for holding part of the purchase price in escrow
1. Details of the Shares: Complete description of shares being sold including class, numbers, and certificates
2. Company Information: Details of the target company including corporate information and structure
3. Warranties: Detailed warranties about the company, business, and shares
4. Properties: Details of real estate owned or leased by the company
5. Material Contracts: List and details of important business contracts
6. Intellectual Property: Schedule of IP rights owned or licensed by the company
7. Employees: Details of employees including key terms of employment
8. Completion Obligations: Detailed list of documents and actions required at completion
9. Form of Resignation Letters: Template resignation letters for outgoing directors
10. Disclosed Matters: Matters disclosed against the warranties
Relevant legal definitions
Accounting Standards
Accounts
Accounts Date
Affiliate
Agreement
ASIC
ASX
Authorized Representative
Business
Business Day
Buyer
Claim
Company
Completion
Completion Accounts
Completion Date
Conditions Precedent
Confidential Information
Consideration
Constitutional Documents
Control
Data Room
Disclosure Letter
Disclosed
Effective Date
Encumbrance
Event of Insolvency
Fairly Disclosed
Financial Year
Governmental Authority
Group
GST
Intellectual Property Rights
Key Employees
Lease
Liabilities
Loss
Management Accounts
Material Adverse Change
Material Contracts
Notice
Ordinary Course of Business
Parties
Permitted Encumbrance
Properties
Purchase Price
Records
Related Body Corporate
Related Party
Relevant Law
Sale Shares
Seller
Seller's Group
Subsidiary
Tag-Along Rights
Target Group
Tax
Tax Authority
Third Party
Transaction Documents
Warranties
Warranty Claim
Accounts
Accounts Date
Affiliate
Agreement
ASIC
ASX
Authorized Representative
Business
Business Day
Buyer
Claim
Company
Completion
Completion Accounts
Completion Date
Conditions Precedent
Confidential Information
Consideration
Constitutional Documents
Control
Data Room
Disclosure Letter
Disclosed
Effective Date
Encumbrance
Event of Insolvency
Fairly Disclosed
Financial Year
Governmental Authority
Group
GST
Intellectual Property Rights
Key Employees
Lease
Liabilities
Loss
Management Accounts
Material Adverse Change
Material Contracts
Notice
Ordinary Course of Business
Parties
Permitted Encumbrance
Properties
Purchase Price
Records
Related Body Corporate
Related Party
Relevant Law
Sale Shares
Seller
Seller's Group
Subsidiary
Tag-Along Rights
Target Group
Tax
Tax Authority
Third Party
Transaction Documents
Warranties
Warranty Claim
Clauses
Interpretation
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-completion Obligations
Conduct of Business
Completion
Post-completion Adjustments
Warranties
Tax Warranties
Indemnities
Limitations on Claims
Non-competition
Confidentiality
Announcements
Employee Matters
Intellectual Property
Real Property
Material Contracts
Resignation of Directors
Power of Attorney
Further Assurance
Assignment
Notices
Costs
GST
Stamp Duty
Governing Law
Dispute Resolution
Force Majeure
Severability
Entire Agreement
Amendments
Waiver
Third Party Rights
Counterparts
Termination
Guarantees
Data Protection
Anti-corruption
Escrow Arrangements
Tag-Along Rights
Drag-Along Rights
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-completion Obligations
Conduct of Business
Completion
Post-completion Adjustments
Warranties
Tax Warranties
Indemnities
Limitations on Claims
Non-competition
Confidentiality
Announcements
Employee Matters
Intellectual Property
Real Property
Material Contracts
Resignation of Directors
Power of Attorney
Further Assurance
Assignment
Notices
Costs
GST
Stamp Duty
Governing Law
Dispute Resolution
Force Majeure
Severability
Entire Agreement
Amendments
Waiver
Third Party Rights
Counterparts
Termination
Guarantees
Data Protection
Anti-corruption
Escrow Arrangements
Tag-Along Rights
Drag-Along Rights
Relevant Industries
Financial Services
Technology
Manufacturing
Real Estate
Retail
Healthcare
Mining and Resources
Professional Services
Agriculture
Construction
Telecommunications
Energy
Transport and Logistics
Media and Entertainment
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Risk & Compliance
Company Secretariat
Business Development
Due Diligence
Treasury
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
M&A Director
Investment Manager
Company Secretary
Legal Counsel
Corporate Development Director
Finance Director
Business Development Manager
Transaction Manager
Due Diligence Manager
Risk Manager
Compliance Officer
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