A Sales Of Shares Agreement is a crucial document used when transferring ownership of shares in an Australian company from one party to another. This agreement is essential for both private and public company transactions, though its application and complexity may vary depending on the size and nature of the deal. It must comply with Australian corporate law requirements, particularly the Corporations Act 2001 (Cth), and typically includes comprehensive details about the transaction structure, warranties about the company and its business, conditions precedent to completion, and post-completion obligations. The document is particularly important as it provides legal protection for both buyers and sellers, establishes clear terms for the transfer of ownership, and addresses key aspects such as purchase price mechanisms, warranty claims, and regulatory compliance. It's commonly used in various scenarios from small private company transfers to large corporate acquisitions.
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1. Parties: Identifies and provides full details of the seller(s) and purchaser(s)
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 setting out the agreement to sell and purchase the shares
5. Purchase Price: Specifies the consideration and payment terms
6. Conditions Precedent: Lists any conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of parties between signing and completion
8. Completion: Details of when, where and how completion will take place
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 statements about the transaction
13. General Provisions: Standard boilerplate clauses including notices, costs, amendments, etc.
14. Governing Law and Jurisdiction: Specifies Australian law as governing law and jurisdiction for disputes
1. Purchase Price Adjustments: Used when the price may be adjusted based on completion accounts or other mechanisms
2. Earn-out Provisions: Included when part of the purchase price is contingent on future performance
3. Tax Indemnities: Detailed tax provisions beyond standard warranties, used for complex tax situations
4. Non-Competition Covenants: Restrictions on seller's competing activities, included when seller has significant market knowledge
5. Transitional Services: Used when seller will provide services to the business post-completion
6. Employee Matters: Specific provisions dealing with employees, used when employment is a key concern
7. Intellectual Property Rights: Detailed IP provisions when IP is a significant asset
8. Break Fee: Included when parties want to specify compensation for transaction failure
1. Details of the Company: Corporate information, share capital structure, and subsidiaries
2. Details of the Sale Shares: Specific details of shares being sold including share certificate numbers
3. Warranties: Detailed warranties about the company, business, and shares
4. Properties: Details of company's real estate assets
5. Intellectual Property: List of IP rights owned or used by the company
6. Material Contracts: Summary of key contracts affecting the business
7. Employees: Details of key employees and their terms of employment
8. Completion Obligations: Detailed list of documents to be delivered at completion
9. Form of Resignation Letters: Template resignation letters for outgoing directors
10. Disclosed Documents: List of documents disclosed against the warranties
Relevant legal definitions
Accounts
Accounting Standards
ASIC
Associated Person
ASX
Business
Business Day
Claim
Company
Completion
Completion Date
Completion Time
Conditions Precedent
Confidential Information
Consideration
Control
Corporations Act
Disclosed
Disclosure Letter
Disclosure Materials
Encumbrance
Financial Year
Group
GST
Intellectual Property Rights
Key Contracts
Key Personnel
Liabilities
Loss
Management Accounts
Material Adverse Change
Material Contracts
Notice
Parent Company
Permitted Encumbrance
Properties
Purchase Price
Related Body Corporate
Related Party
Relevant Period
Sale Shares
Security Interest
Seller Group
Subsidiary
Tax
Tax Authority
Tax Law
Third Party
Transaction Documents
Warranties
Warranty Claim
Accounting Standards
ASIC
Associated Person
ASX
Business
Business Day
Claim
Company
Completion
Completion Date
Completion Time
Conditions Precedent
Confidential Information
Consideration
Control
Corporations Act
Disclosed
Disclosure Letter
Disclosure Materials
Encumbrance
Financial Year
Group
GST
Intellectual Property Rights
Key Contracts
Key Personnel
Liabilities
Loss
Management Accounts
Material Adverse Change
Material Contracts
Notice
Parent Company
Permitted Encumbrance
Properties
Purchase Price
Related Body Corporate
Related Party
Relevant Period
Sale Shares
Security Interest
Seller Group
Subsidiary
Tax
Tax Authority
Tax Law
Third Party
Transaction Documents
Warranties
Warranty Claim
Clauses
Interpretation
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Adjustments
Warranties
Tax Warranties
Indemnities
Tax Indemnities
Limitations on Claims
Restrictive Covenants
Non-Competition
Confidentiality
Announcements
Data Protection
Employee Matters
Intellectual Property
Property
Assignment
Force Majeure
Notices
Further Assurance
Costs
Entire Agreement
Variation
Waiver
Severability
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Adjustments
Warranties
Tax Warranties
Indemnities
Tax Indemnities
Limitations on Claims
Restrictive Covenants
Non-Competition
Confidentiality
Announcements
Data Protection
Employee Matters
Intellectual Property
Property
Assignment
Force Majeure
Notices
Further Assurance
Costs
Entire Agreement
Variation
Waiver
Severability
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Relevant Industries
Financial Services
Technology
Manufacturing
Retail
Healthcare
Professional Services
Real Estate
Mining and Resources
Agriculture
Construction
Transport and Logistics
Education
Media and Entertainment
Energy
Telecommunications
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Board of Directors
Executive Management
Company Secretariat
Treasury
Tax
Due Diligence
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Managing Director
Finance Director
Investment Manager
Business Development Manager
Mergers & Acquisitions Director
Transaction Manager
Corporate Development Officer
Board Director
Compliance Officer
Risk Manager
Financial Controller
Due Diligence Manager
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