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The Share Purchase Agreement And Shareholders Agreement is a fundamental document for any transfer of company ownership and subsequent governance in Australia. It is typically used in private company transactions where shares are being transferred and ongoing relationships between shareholders need to be regulated. The document combines transaction-specific elements (such as purchase price, completion mechanics, and warranties) with long-term governance provisions (including management rights, share transfer restrictions, and dividend policies). It must comply with Australian corporate law, particularly the Corporations Act 2001 (Cth), and often requires consideration of tax implications, foreign investment regulations, and state-specific requirements. This agreement is crucial for protecting both majority and minority shareholder interests while ensuring clear corporate governance structures.

1. Parties: Identification of all parties to the agreement including purchaser(s), vendor(s), and the company

2. Background: Context of the transaction and current company ownership structure

3. Definitions and Interpretation: Defined terms and interpretation rules for the agreement

4. Sale and Purchase of Shares: Core transaction terms including share numbers, classes, and purchase price

5. Completion: Timing and mechanics of the share transfer completion

6. Conditions Precedent: Conditions that must be satisfied before completion occurs

7. Pre-Completion Obligations: Parties' obligations between signing and completion

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

9. Company Management: Board composition, appointment rights, and management structure

10. Shareholder Rights and Obligations: Key shareholder provisions including voting rights and capital contributions

11. Share Transfer Restrictions: Limitations on transfer of shares and required procedures

12. Pre-emptive Rights: First right of refusal for existing shareholders on share transfers

13. Tag-Along and Drag-Along Rights: Rights for minority protection and majority exit mechanisms

14. Dividend Policy: Rules governing declaration and payment of dividends

15. Confidentiality: Protection of company and transaction confidential information

16. Dispute Resolution: Procedures for resolving disputes between shareholders

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