The Share Transfer Agreement is a crucial legal document used in New Zealand business transactions when ownership of company shares needs to be transferred between parties. It is commonly used in various scenarios, including business sales, corporate restructuring, succession planning, or investment transactions. The agreement must comply with New Zealand's Companies Act 1993 and other relevant legislation, making it essential for documenting the terms of the transfer, protecting both parties' interests, and ensuring legal compliance. This document typically includes detailed information about the shares being transferred, purchase price, payment terms, warranties, representations, and any conditions precedent to the transfer. It's particularly important for maintaining accurate company records and ensuring proper documentation for regulatory and tax purposes.
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1. Parties: Identification of the transferor (seller), transferee (buyer), and the company whose shares are being transferred
2. Background: Context of the transaction, including current ownership of shares and reason for transfer
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core agreement to sell and purchase the shares, including the number and class of shares
5. Purchase Price: Agreed price for the shares and payment terms
6. Conditions Precedent: Any conditions that must be satisfied before the transfer becomes effective
7. Completion: Details of when, where and how the transfer will be completed, including required actions by each party
8. Seller's Warranties: Warranties given by the seller regarding ownership, authority to sell, and status of shares
9. Buyer's Warranties: Warranties given by the buyer regarding authority to purchase and ability to pay
10. Confidentiality: Obligations to keep the transaction and related information confidential
11. Notices: How formal notices under the agreement must be given
12. General Provisions: Standard boilerplate clauses including governing law, dispute resolution, and entire agreement
1. Pre-emption Rights Waiver: Required when other shareholders have pre-emptive rights that need to be addressed
2. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
3. Tax Indemnity: Specific tax-related indemnities, particularly relevant for large or complex transactions
4. Non-competition Covenants: Restrictions on seller's future business activities, typically used in strategic acquisitions
5. Escrow Arrangements: When part of the purchase price is held in escrow as security
6. Director Resignations: Required when seller-appointed directors are to resign as part of the transaction
7. Shareholder Loans: Provisions dealing with existing shareholder loans, if any
8. Intellectual Property Rights: Special provisions regarding IP rights when shares being transferred are in a technology company
1. Share Details: Detailed description of the shares being transferred, including share certificate numbers and share class rights
2. Company Information: Key details about the company including corporate structure, subsidiaries, and material contracts
3. Completion Obligations: Checklist of documents and actions required at completion
4. Warranties: Detailed warranties given by the seller about the company and its business
5. Encumbrances: List of any existing encumbrances on the shares
6. Related Party Transactions: Details of any ongoing related party transactions
7. Board Resolution: Copy of board resolution approving the share transfer
8. Share Transfer Form: The official share transfer form required under New Zealand law
Relevant legal definitions
Agreement
Board
Business Day
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Encumbrance
Existing Shareholders
Governing Law
Group
Liabilities
Long Stop Date
Material Adverse Change
Notice
Parties
Purchase Price
Related Company
Sale Shares
Share Certificate
Share Transfer Form
Shareholder Resolution
Shares
Subsidiary
Tax
Transaction Documents
Transfer
Transferee
Transferor
Warranties
Working Hours
Board
Business Day
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Encumbrance
Existing Shareholders
Governing Law
Group
Liabilities
Long Stop Date
Material Adverse Change
Notice
Parties
Purchase Price
Related Company
Sale Shares
Share Certificate
Share Transfer Form
Shareholder Resolution
Shares
Subsidiary
Tax
Transaction Documents
Transfer
Transferee
Transferor
Warranties
Working Hours
Clauses
Interpretation
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Representations
Indemnities
Confidentiality
Non-Competition
Tax Covenants
Share Rights
Board Composition
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Further Assurance
Assignment
Notices
Force Majeure
Termination
Governing Law
Dispute Resolution
Entire Agreement
Severability
Costs
Variations
Waiver
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Representations
Indemnities
Confidentiality
Non-Competition
Tax Covenants
Share Rights
Board Composition
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Further Assurance
Assignment
Notices
Force Majeure
Termination
Governing Law
Dispute Resolution
Entire Agreement
Severability
Costs
Variations
Waiver
Relevant Industries
Financial Services
Legal Services
Professional Services
Technology
Manufacturing
Retail
Healthcare
Real Estate
Construction
Mining
Agriculture
Education
Telecommunications
Energy
Transport and Logistics
Relevant Teams
Legal
Finance
Corporate Secretarial
Compliance
Risk Management
Corporate Development
Mergers & Acquisitions
Investment
Board of Directors
Executive Leadership
Shareholder Relations
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Investment Manager
Business Development Manager
Financial Controller
Compliance Officer
Risk Manager
Company Director
Board Member
Mergers & Acquisitions Manager
Corporate Finance Manager
Transaction Advisory Manager
Shareholder Relations Manager
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