Equity Purchase Agreement Template for New Zealand

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Key Requirements PROMPT example:

Equity Purchase Agreement

"I need an Equity Purchase Agreement for the acquisition of 60% shareholding in a New Zealand technology startup, with an earn-out mechanism based on revenue targets through 2025 and provisions for key employee retention."

Document background
The Equity Purchase Agreement is a fundamental transaction document used in New Zealand for the sale and acquisition of company shares or equity interests. It is essential when transferring ownership of shares, whether for a partial or complete acquisition of a company. The agreement must comply with New Zealand's legal framework, particularly the Companies Act 1993, Financial Markets Conduct Act 2013, and relevant tax legislation. It typically includes detailed provisions on purchase price mechanics, warranties and representations, conditions precedent, completion procedures, and post-completion obligations. This document is crucial for protecting both parties' interests, ensuring regulatory compliance, and providing a clear framework for the transaction's execution. It's particularly important for private company transactions and can be adapted for various transaction sizes and complexities.
Suggested Sections

1. Parties: Identification of the seller(s) and purchaser(s), including full legal names and addresses

2. Background: Context of the transaction, including brief description of the company and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before completion can occur

6. Completion: Details of when, where, and how completion will occur, including actions required at completion

7. Warranties and Representations: Seller's warranties about the company, shares, and authority to sell

8. Limitations on Claims: Limitations on warranty claims including time limits and financial caps

9. Confidentiality: Obligations regarding confidential information and announcements

10. Tax Indemnity: Seller's indemnification for pre-completion tax liabilities

11. General Provisions: Standard boilerplate clauses including notices, amendments, governing law

Optional Sections

1. Seller Financing: Terms of any vendor financing arrangement if part of purchase price is deferred

2. Earn-out Provisions: Structure for additional payments based on future performance metrics

3. Non-competition: Restrictions on seller's future competitive activities

4. Employee Matters: Provisions dealing with key employees and management retention

5. Intellectual Property: Special provisions for protection and transfer of IP rights

6. Inter-company Debt: Treatment of any debt between the company and selling shareholders

7. Break Fee: Provisions for payment if either party terminates the agreement

8. Transitional Services: Terms for post-completion services provided by seller

Suggested Schedules

1. Share Details: Detailed description of shares being sold including share numbers and classes

2. Purchase Price Calculation: Detailed methodology for calculating the final purchase price

3. Warranties: Comprehensive list of seller warranties

4. Company Information: Key details about the company including corporate structure and subsidiaries

5. Material Contracts: List and copies of material contracts

6. Properties: Details of company's real property interests

7. Intellectual Property: Schedule of IP rights owned or licensed by the company

8. Completion Obligations: Detailed list of documents and actions required at completion

9. Permitted Encumbrances: List of permitted encumbrances on the shares or company assets

10. Disclosure Letter: Seller's disclosures against the warranties

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Technology

Manufacturing

Professional Services

Retail

Healthcare

Real Estate

Financial Services

Energy

Agriculture

Mining

Construction

Transport and Logistics

Media and Entertainment

Education

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Risk and Compliance

Corporate Secretariat

Treasury

Tax

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Legal Counsel

Company Secretary

Finance Director

Managing Director

Business Development Manager

Investment Manager

Corporate Development Director

Mergers & Acquisitions Manager

Transaction Advisory Manager

Risk Manager

Compliance Officer

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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