Equity Buyout Agreement Template for New Zealand

The Equity Buyout Agreement serves as a crucial legal instrument in New Zealand business transactions, facilitating the transfer of ownership interests in companies. This document is essential when shareholders wish to sell their equity stakes to other parties, whether in scenarios involving complete business sales, partial exits, or corporate restructuring. The agreement comprehensively addresses all aspects of the transaction, including share valuation, payment structures, warranties, and post-completion obligations, while ensuring compliance with New Zealand's regulatory framework, particularly the Companies Act 1993 and Financial Markets Conduct Act 2013. It provides necessary protections for both buyers and sellers through carefully crafted representations and warranties, and can be customized to accommodate various transaction structures, from simple share transfers to complex multi-stage buyouts.

1. Parties: Identifies and defines all parties to the agreement, including the seller(s), buyer(s), and the company whose shares are being transferred

2. Background: Sets out the context of the transaction, including current ownership structure and the intention to transfer shares

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules for interpretation

4. Sale and Purchase of Shares: Details the core transaction, including the number and class of shares being transferred

5. Purchase Price: Specifies the agreed purchase price and valuation methodology

6. Payment Terms: Outlines the payment structure, timing, and any conditions precedent to payment

7. Completion: Details the completion process, including timing, location, and actions required by each party

8. Seller's Warranties: Contains warranties given by the seller regarding the shares, company status, and business conditions

9. Buyer's Warranties: Contains warranties given by the buyer, including capacity to enter the agreement and financial ability to complete

10. Pre-Completion Obligations: Specifies actions required or restricted before completion

11. Confidentiality: Establishes confidentiality obligations regarding the transaction and company information

12. Announcements: Controls how and when the transaction may be publicly announced

13. Notices: Specifies how formal notices under the agreement must be given

14. General Provisions: Contains standard boilerplate clauses including governing law, dispute resolution, and entire agreement