Shareholder Purchase Agreement Template for New Zealand

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Key Requirements PROMPT example:

Shareholder Purchase Agreement

"I need a Shareholder Purchase Agreement for the sale of 100% shares in my technology startup to a larger corporation, with specific provisions for employee retention and protection of intellectual property rights."

Document background
The Shareholder Purchase Agreement is a crucial document used when transferring ownership of shares in a New Zealand company. It serves as the primary legal instrument documenting the terms and conditions under which existing shareholders sell their shares to new or existing shareholders. The agreement is essential for both private and public companies, though its complexity may vary depending on the transaction size and nature. This document type must comply with New Zealand's corporate law framework, particularly the Companies Act 1993, Financial Markets Conduct Act 2013, and relevant tax legislation. The agreement typically includes detailed provisions about the transaction structure, purchase price calculations, warranty protections, indemnities, and completion mechanics. It's particularly important in mergers and acquisitions, corporate restructuring, and succession planning scenarios.
Suggested Sections

1. Parties: Identification of the vendor(s), purchaser(s), and the company whose shares are being sold

2. Background: Context of the transaction, including current shareholding structure and reason for 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 occurs

6. Pre-completion Obligations: Obligations of parties between signing and completion

7. Completion: Process and requirements for completing the transaction

8. Warranties and Representations: Vendor warranties about the shares, company, and business

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

10. Confidentiality: Obligations regarding confidential information

11. Tax Indemnity: Vendor's indemnification for pre-completion tax liabilities

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

Optional Sections

1. Vendor Financing: Include when part of purchase price is paid in installments or through vendor financing

2. Security Arrangements: Include when security is provided for deferred payments

3. Non-Compete Provisions: Include when vendors need to be restricted from competing post-sale

4. Continuing Management: Include when vendors will continue involvement in management

5. Tag-Along Rights: Include in partial share sales where remaining shareholders get rights to join future sales

6. Drag-Along Rights: Include in partial share sales where majority shareholders can force minorities to join sale

7. Employee Matters: Include when specific arrangements for key employees are part of the deal

8. Intellectual Property: Include when IP transfers or licenses need specific attention

9. Related Party Contracts: Include when dealing with existing contracts with related parties

Suggested Schedules

1. Share Details: Details of shares being sold including share numbers, certificates, and current ownership

2. Purchase Price Calculation: Detailed calculation of purchase price including adjustments

3. Warranties: Detailed warranties about the company, business, and shares

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

5. Intellectual Property Register: List of company's IP rights and registrations

6. Material Contracts: List and details of company's material contracts

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

8. Employee Information: Details of key employees and their terms

9. Completion Checklist: List of actions and documents required for completion

10. Disclosure Letter: Vendor's disclosures against 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

Financial Services

Technology

Manufacturing

Retail

Professional Services

Healthcare

Real Estate

Construction

Agriculture

Mining

Energy

Telecommunications

Transport and Logistics

Education

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Board of Directors

Corporate Governance

Tax

Compliance

Risk Management

Corporate Affairs

Company Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Commercial Director

Investment Manager

Corporate Finance Manager

Mergers & Acquisitions Director

Business Development Manager

Company Director

Board Member

Financial Controller

Tax Manager

Compliance Officer

Risk Manager

Corporate Governance Officer

Shareholder Relations Manager

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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