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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."
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
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
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
Business
Business Day
Claim
Companies Act
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosure Letter
Encumbrance
Financial Statements
Financial Year
Governmental Authority
Group
GST
Intellectual Property Rights
Law
Losses
Material Adverse Change
Material Contracts
NZD
Ordinary Shares
Parties
Permitted Encumbrances
Purchase Price
Purchaser
Related Company
Representatives
Sale Shares
Seller
Signing Date
Subsidiaries
Tax
Tax Authority
Transaction Documents
Warranties
Working Capital
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties and Representations
Warranty Limitations
Tax Covenants
Tax Indemnity
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Announcements
Notices
Costs
Severability
Entire Agreement
Variation
Waiver
Force Majeure
Governing Law
Dispute Resolution
Third Party Rights
Counterparts
Survival
Data Protection
Employee Matters
Intellectual Property
Indemnification
Break Fee
Time of Essence
Set-off
Authority and Capacity
Due Diligence
Material Adverse Change
Escrow Arrangements
Technology
Manufacturing
Professional Services
Retail
Healthcare
Real Estate
Financial Services
Energy
Agriculture
Mining
Construction
Transport and Logistics
Media and Entertainment
Education
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Risk and Compliance
Corporate Secretariat
Treasury
Tax
Business Development
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
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