The Restricted Share Purchase Agreement is a crucial document used in Australian corporate transactions where companies wish to issue shares subject to specific transfer restrictions and conditions. This agreement is commonly utilized in employee share schemes, executive compensation packages, or strategic corporate investments where the company needs to maintain control over share ownership and transfer. The document must comply with Australian corporate law, particularly the Corporations Act 2001 (Cth), and typically includes detailed provisions regarding share rights, transfer restrictions, vesting conditions (if applicable), and compliance requirements. It's particularly relevant for private companies, start-ups, and corporations implementing employee retention strategies or maintaining specific ownership structures.
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1. Parties: Identification of the company issuing shares and the purchaser(s)
2. Background: Context of the agreement, including company details and purpose of the restricted share issuance
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Agreement to Issue and Purchase: Core terms of the share purchase including number of shares, price, and payment terms
5. Restrictions on Transfer: Details of transfer restrictions, including duration and conditions for lifting restrictions
6. Company's Rights and Obligations: Company's obligations regarding share issuance, maintaining registers, and related corporate actions
7. Purchaser's Representations and Warranties: Purchaser's confirmations regarding eligibility, understanding of restrictions, and compliance with laws
8. Company's Representations and Warranties: Company's confirmations regarding authority, share validity, and compliance with laws
9. Share Rights: Rights attached to the shares including voting, dividends, and participation in corporate actions
10. Compliance with Laws: Obligations to comply with relevant securities laws and regulations
11. Termination: Circumstances under which the agreement can be terminated and consequences
12. General Provisions: Standard clauses including notices, amendments, governing law, and dispute resolution
1. Employee Matters: Required when shares are issued as part of employee compensation or incentive schemes
2. Vesting Provisions: Include when shares vest over time or upon achieving specific milestones
3. Tag-Along and Drag-Along Rights: Include for agreements involving multiple shareholders or potential future sales
4. Put and Call Options: Required when parties want rights to force sale or purchase under specific circumstances
5. Performance Conditions: Include when share restrictions are linked to performance targets or milestones
6. Multiple Tranches: Required when shares are to be issued in multiple stages
7. Tax Provisions: Detailed tax clauses when specific tax treatment or obligations need to be addressed
8. Shareholder Approval: Include when the issue requires existing shareholder approval
1. Share Details: Specific details of shares including class, rights, and restrictions
2. Form of Share Certificate: Template for the restricted share certificate including required legends
3. Subscription Form: Form for formal application to purchase the shares
4. Deed of Adherence: Form for purchaser to agree to existing shareholders agreement if applicable
5. Vesting Schedule: Details of vesting dates and conditions if applicable
6. Company Constitution Excerpts: Relevant sections of the company constitution affecting the shares
7. Restriction Notices: Templates for notices regarding transfer restrictions
8. Tax Elections: Forms for relevant tax elections or notices
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