The Business Share Sale Agreement is a crucial legal document used in New Zealand for transactions involving the sale and purchase of shares in a company. It is primarily utilized when a shareholder wishes to sell their ownership stake to another party, whether that be an individual or corporate entity. The agreement comprehensively covers all aspects of the transaction, including the sale terms, warranties, indemnities, and completion mechanics, while ensuring compliance with New Zealand's legal framework, particularly the Companies Act 1993, Contract and Commercial Law Act 2017, and relevant tax legislation. This document is essential for protecting both parties' interests and providing a clear roadmap for the transaction, including handling pre-completion conditions, post-completion obligations, and any specific requirements unique to the business being sold.
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Key Requirements PROMPT example:
Business Share Sale Agreement
"I need a Business Share Sale Agreement for the sale of my New Zealand-based technology company, involving transfer of 100% shares and significant intellectual property assets, with special attention to employee retention and protection of proprietary software licenses."
1. Parties: Identification of the seller(s) and purchaser(s) with full legal names and addresses
2. Background: Context of the transaction, including brief description of the company and reason for sale
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase of Shares: Core agreement to sell and purchase the shares, including the number and class of shares
5. Purchase Price: Specified purchase price, payment terms, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-completion Obligations: Obligations of both parties between signing and completion
8. Completion: Details of the completion process, timing, and deliverables
9. Warranties: Seller's warranties about the company, shares, and business
10. Limitations on Claims: Limitations on warranty claims and other liability restrictions
11. Confidentiality: Obligations regarding confidential information
12. Tax Indemnity: Seller's indemnities for pre-completion tax liabilities
13. Further Assurance: Obligations to take further actions if necessary
14. Notices: Process for giving formal notices under the agreement
15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.
1. Non-Competition and Restraint: Restrictions on seller's future business activities - used when seller could compete with the business
2. Employee Matters: Provisions dealing with employees - used when there are key employees or specific employment arrangements
3. Intellectual Property: Special provisions for IP - used when IP is a significant business asset
4. Real Property: Provisions dealing with property matters - used when company owns/leases significant real estate
5. Environmental Matters: Environmental warranties and indemnities - used for businesses with environmental risks
6. Earn-out Provisions: Structure for additional payments based on future performance - used when price includes performance-based components
7. Security for Claims: Provisions for securing warranty claims - used for high-risk transactions
8. Break Fee: Fee payable if deal doesn't proceed - used for significant transactions
9. Parent Company Guarantee: Guarantee from parent company - used when buyer/seller is subsidiary
10. Transitional Services: Post-completion service arrangements - used when seller provides crucial services
1. Share Details: Details of shares being sold including share certificates, class rights
2. Purchase Price Calculation: Detailed methodology for calculating final purchase price including adjustments
3. Warranties: Comprehensive list of seller's warranties about the company and business
4. Company Information: Key details about the company including corporate information, licenses, permits
5. Material Contracts: List and details of important business contracts
6. Properties: Details of owned and leased properties
7. Intellectual Property: List of IP rights owned or used by the company
8. Employee Information: Details of employees including key terms of employment
9. Completion Obligations: Detailed list of actions and documents required at completion
10. Disclosed Information: List of information disclosed against the warranties
11. Form of Resignation Letters: Template resignation letters for outgoing directors
12. Board Resolutions: Form of board resolutions required for completion
Authors
Relevant legal definitions
Accounts
Accounting Standards
Agreement
Balance Sheet Date
Board
Business
Business Day
Companies Act
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Contracts
Directors
Disclosed
Disclosure Letter
Due Diligence
Effective Date
Encumbrance
Financial Year
Group
GST
Intellectual Property
Liabilities
Long Stop Date
Loss
Management Accounts
Material Adverse Change
Material Contracts
Notice
Parties
Permitted Encumbrances
Purchase Price
Purchaser
Records
Related Company
Relevant Authority
Representatives
Sale Shares
Securities
Seller
Share Certificates
Shareholders
Subsidiary
Tax
Tax Authority
Tax Warranties
Transaction
Transaction Documents
Warranties
Warranty Claim
Working Capital
Accounting Standards
Agreement
Balance Sheet Date
Board
Business
Business Day
Companies Act
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Contracts
Directors
Disclosed
Disclosure Letter
Due Diligence
Effective Date
Encumbrance
Financial Year
Group
GST
Intellectual Property
Liabilities
Long Stop Date
Loss
Management Accounts
Material Adverse Change
Material Contracts
Notice
Parties
Permitted Encumbrances
Purchase Price
Purchaser
Records
Related Company
Relevant Authority
Representatives
Sale Shares
Securities
Seller
Share Certificates
Shareholders
Subsidiary
Tax
Tax Authority
Tax Warranties
Transaction
Transaction Documents
Warranties
Warranty Claim
Working Capital
Clauses
Interpretation
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Tax Warranties
Limitations on Claims
Tax Indemnity
Confidentiality
Non-Competition
Further Assurance
Assignment
Notices
Power of Attorney
Costs
Stamp Duty
Time of Essence
Entire Agreement
Variation
Waiver
Severability
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Third Party Rights
Counterparts
Electronic Execution
GST
Data Protection
Anti-Money Laundering
Employee Matters
Intellectual Property
Real Property
Environmental Matters
Regulatory Compliance
Directors' Resignations
Board Resolutions
Share Transfer Mechanics
Company Records
Business Assets
Material Contracts
Insurance
Bank Accounts
Security Interests
Announcements
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Tax Warranties
Limitations on Claims
Tax Indemnity
Confidentiality
Non-Competition
Further Assurance
Assignment
Notices
Power of Attorney
Costs
Stamp Duty
Time of Essence
Entire Agreement
Variation
Waiver
Severability
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Third Party Rights
Counterparts
Electronic Execution
GST
Data Protection
Anti-Money Laundering
Employee Matters
Intellectual Property
Real Property
Environmental Matters
Regulatory Compliance
Directors' Resignations
Board Resolutions
Share Transfer Mechanics
Company Records
Business Assets
Material Contracts
Insurance
Bank Accounts
Security Interests
Announcements
Relevant Industries
Professional Services
Manufacturing
Retail
Technology
Healthcare
Real Estate
Financial Services
Construction
Agriculture
Mining
Hospitality
Education
Transport and Logistics
Media and Entertainment
Energy and Utilities
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Risk Management
Executive Leadership
Board of Directors
Company Secretariat
Treasury
Corporate Affairs
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Managing Director
Business Development Manager
Company Secretary
Finance Director
Mergers & Acquisitions Manager
Investment Manager
Commercial Director
Risk Manager
Compliance Officer
Tax Manager
Corporate Development Director
Business Owner
Shareholder
Board Director
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