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Shares Sale And Purchase Agreement
"I need a Share Sale and Purchase Agreement for the acquisition of 100% shares in an Australian technology company, with completion scheduled for March 2025, including earnout provisions based on revenue targets for the following two years."
1. Parties: Identifies and provides full details of the seller(s) and purchaser(s)
2. Background: Sets out the context of the transaction, including brief description of the target company and intention to sell/purchase shares
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles
4. Sale and Purchase: Core transaction terms including shares being sold, purchase price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion can occur
6. Pre-completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements
7. Completion: Details of the completion process, timing, location, and deliverables
8. Warranties: Seller's warranties regarding the shares, company, and business
9. Tax Indemnities: Specific indemnities relating to tax matters and allocation of tax liabilities
10. Limitations on Claims: Limitations on warranty claims including time limits and financial thresholds
11. Confidentiality: Obligations regarding confidential information and announcements
12. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, etc.
1. Price Adjustment: Mechanisms for adjusting the purchase price post-completion based on completion accounts or other criteria
2. Earn-out Provisions: Details of any additional payments based on future performance
3. Non-competition: Restrictions on seller's competing activities post-completion
4. Employee Matters: Specific provisions dealing with employees and employee benefits
5. Intellectual Property: Special provisions for protection and transfer of IP rights
6. Break Fee: Provisions for payment if the transaction fails to complete under certain circumstances
7. Foreign Investment Approval: Specific provisions required when foreign investment approval is needed
8. Transitional Services: Arrangements for post-completion services provided by seller
1. Details of the Company: Corporate information, shareholding structure, and capital details
2. Shares Being Sold: Detailed description of shares including class, numbers, and current ownership
3. Purchase Price Calculation: Detailed methodology for calculating the final purchase price
4. Warranties: Comprehensive list of seller's warranties
5. Properties: Details of real estate owned or leased by the company
6. Material Contracts: List and details of key contracts
7. Intellectual Property: Schedule of IP rights owned or licensed by the company
8. Completion Deliverables: List of documents and items to be delivered at completion
9. Form of Resignation Letters: Template resignation letters for outgoing directors
10. Disclosed Matters: Information disclosed against the warranties
Authors
Financial Services
Professional Services
Technology
Manufacturing
Retail
Healthcare
Mining and Resources
Real Estate
Agriculture
Construction
Transportation and Logistics
Energy
Telecommunications
Media and Entertainment
Legal
Finance
Corporate Development
Mergers & Acquisitions
Risk and Compliance
Tax
Strategy
Business Development
Executive Leadership
Company Secretariat
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Managing Director
Finance Director
Commercial Director
Business Development Manager
Investment Manager
Mergers & Acquisitions Manager
Transaction Advisory Manager
Due Diligence Manager
Corporate Development Director
Risk Manager
Compliance Officer
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