Standard Share Purchase Agreement

Standard Share Purchase Agreement Template for New Zealand

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Key Requirements PROMPT example:

"I need a Standard Share Purchase Agreement for the acquisition of 75% shareholding in a New Zealand tech startup, with completion scheduled for March 2025 and including specific warranties about intellectual property rights and employee retention provisions."

Document background

The Standard Share Purchase Agreement is a crucial legal document used in New Zealand business transactions for transferring ownership of company shares from a seller to a purchaser. This agreement is essential when conducting share acquisitions, whether for partial or complete ownership transfers, and must comply with New Zealand's regulatory framework, including the Companies Act 1993 and Financial Markets Conduct Act 2013. The document typically includes detailed provisions covering purchase price, payment mechanisms, warranties, indemnities, conditions precedent, and completion requirements. It's designed to protect both parties' interests while ensuring smooth transaction execution and regulatory compliance. The agreement's structure allows for customization based on transaction size, complexity, and specific party requirements, while maintaining core elements essential for share transfers under New Zealand law.

Suggested Sections

1. Parties: Identifies and defines the Seller(s) and Purchaser(s) with full legal names and addresses

2. Background: Sets out the context of the transaction, including brief company details and the parties' intention to sell/purchase shares

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

4. Sale and Purchase: Core transaction terms including number of shares, price, and basic mechanics of the transfer

5. Purchase Price: Detailed terms of consideration, payment method, and timing

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

7. Pre-completion Obligations: Parties' obligations between signing and completion, including company conduct requirements

8. Completion: Details of what happens at completion, including timing, location, and deliverables

9. Warranties: Seller's representations and warranties about the company and shares

10. Limitations on Claims: Restrictions on warranty claims including time limits and financial thresholds

11. Confidentiality: Obligations regarding transaction confidentiality and announcement restrictions

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

Optional Sections

1. Purchase Price Adjustments: Used when the price may be adjusted based on completion accounts or other metrics

2. Earn-out Provisions: Required when part of the purchase price is contingent on future performance

3. Tax Indemnity: Detailed tax-related provisions, particularly important for larger transactions

4. Non-competition: Restrictions on seller's future competitive activities, if agreed

5. Transitional Services: When the seller will provide services to the company post-completion

6. Employee Matters: Specific provisions relating to key employees or employee arrangements

7. Intellectual Property: Detailed IP provisions when IP is a significant company asset

8. Break Fee: Provisions for payment if the deal fails under specific circumstances

Suggested Schedules

1. Share Details: Details of shares being sold including class, rights, and percentage of total share capital

2. Company Details: Key information about the company including incorporation details and share capital structure

3. Warranties: Detailed list of seller's warranties about the company and business

4. Properties: Details of company's real estate assets and leases

5. Material Contracts: List and details of important company contracts

6. Intellectual Property: Schedule of company's IP rights and registrations

7. Completion Deliverables: List of documents and items to be delivered at completion

8. Permitted Encumbrances: List of approved existing encumbrances on shares or assets

9. Completion Accounts: Format and preparation requirements for completion accounts if relevant

Authors

Alex Denne

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

alex.den.21@genieai.co

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Financial Services

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Chief Executive Officer

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