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Equity Sale Agreement
"I need an Equity Sale Agreement for the sale of 100% shares in my New Zealand technology startup to a foreign investor, including warranties about intellectual property and employee retention provisions, with completion scheduled for March 2025."
1. Parties: Identification of the seller(s) and purchaser(s) with full legal names and addresses
2. Background: Context of the transaction, including company details and reason for the sale
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
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 by each party
7. Warranties by Seller: Standard warranties about share ownership, authority to sell, and company status
8. Warranties by Purchaser: Warranties about purchaser's authority and ability to complete the purchase
9. Confidentiality: Obligations regarding confidential information and announcement of the transaction
10. Tax Matters: Allocation of tax liabilities and obligations regarding tax compliance
11. Further Assurance: Obligations to execute further documents and take actions necessary to complete the transaction
12. Notices: How formal notices under the agreement must be given
13. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and amendments
14. Execution: Signature blocks and execution requirements
1. Vendor Finance: Include when part of the purchase price is being paid through seller financing
2. Intellectual Property Warranties: Include for technology companies or where IP is a significant asset
3. Employee Matters: Include when there are specific agreements about key employees or employment arrangements
4. Non-Competition: Include when restricting seller's future business activities
5. Break Fee: Include when parties agree to compensation if the deal fails under specific circumstances
6. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
7. Related Party Contracts: Include when dealing with existing contracts between the company and related parties
8. Environmental Warranties: Include for companies with significant environmental risks or obligations
1. Share Details: Details of the shares being sold including class, rights, and any encumbrances
2. Purchase Price Calculation: Detailed calculation of the purchase price including adjustments
3. Completion Obligations: Detailed list of documents and actions required at completion
4. Warranties: Detailed warranties about the company and its business
5. Company Information: Key information about the company including corporate structure and subsidiaries
6. Material Contracts: List and details of material contracts affecting the company
7. Property Schedule: Details of any real property owned or leased by the company
8. Intellectual Property: Schedule of IP rights owned or licensed by the company
9. Disclosed Matters: Matters disclosed against the warranties
10. Form of Transfer Documents: Pro forma share transfer and other completion documents
Authors
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Seller Warranties
Purchaser Warranties
Tax Covenants
Indemnities
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Announcements
Notices
Costs
Stamp Duty
Default
Termination
Force Majeure
Dispute Resolution
Governing Law
Jurisdiction
Entire Agreement
Severability
Variation
Waiver
Time of Essence
Counterparts
GST
Regulatory Compliance
Authority and Capacity
Share Title and Ownership
Company Records
Employee Matters
Intellectual Property
Related Party Transactions
Material Contracts
Environmental Compliance
Insurance
Business Continuity
Post-Completion Obligations
Third Party Rights
Survival of Terms
Financial Services
Technology
Manufacturing
Retail
Professional Services
Healthcare
Real Estate
Mining and Resources
Agriculture
Construction
Education
Hospitality
Transport and Logistics
Media and Entertainment
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Company Secretariat
Board of Directors
Executive Leadership
Due Diligence
Corporate Finance
Risk Management
Chief Executive Officer
Chief Financial Officer
Company Secretary
General Counsel
Legal Counsel
Corporate Lawyer
Investment Banker
Financial Controller
Business Development Manager
Mergers & Acquisitions Director
Transaction Advisory Manager
Company Director
Corporate Finance Manager
Tax Manager
Due Diligence Manager
Compliance Officer
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