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Ownership Interest Purchase Agreement Template for New Zealand

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Key Requirements PROMPT example:

Ownership Interest Purchase Agreement

"I need an Ownership Interest Purchase Agreement for acquiring 60% ownership in a New Zealand technology company, with completion scheduled for March 2025 and including earnout provisions based on the target company's performance over the following two years."

Document background
The Ownership Interest Purchase Agreement is a crucial document used in New Zealand business transactions where one party seeks to acquire ownership interests in a business entity from another party. This agreement is essential for both small private transactions and large corporate deals, providing a legally binding framework that outlines all aspects of the ownership transfer. It must comply with New Zealand's legal requirements, including the Companies Act 1993, Financial Markets Conduct Act 2013, and other relevant legislation. The document typically includes detailed provisions on purchase price, payment mechanisms, warranties, representations, conditions precedent, completion procedures, and post-completion obligations. It's particularly important in protecting both parties' interests and ensuring a smooth transition of ownership while addressing potential risks and liabilities.
Suggested Sections

1. Parties: Identifies and provides full legal details of all parties to the agreement, including registered addresses and company numbers where applicable

2. Background: Sets out the context of the transaction, including brief description of the business and the parties' intentions

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

4. Sale and Purchase: Details the ownership interests being sold and purchased, including the specific type and quantity

5. Purchase Price: Specifies the purchase price, payment terms, and any adjustments

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

7. Pre-Completion Obligations: Specifies actions required of each party before completion

8. Completion: Details the completion process, timing, and deliverables

9. Warranties and Representations: Sets out warranties given by both seller and purchaser

10. Limitations on Claims: Establishes limitations on warranty claims and other liability

11. Confidentiality: Addresses confidentiality obligations regarding the transaction and business information

12. Announcements: Controls how and when the transaction may be publicly announced

13. General Provisions: Contains standard boilerplate provisions including notices, amendments, and governing law

Optional Sections

1. Third Party Consents: Required when the transfer needs specific third-party approvals or regulatory clearances

2. Employee Matters: Included when there are specific employment-related provisions or obligations

3. Intellectual Property: Required when IP forms a significant part of the business assets

4. Post-Completion Covenants: Used when there are specific obligations after completion, such as non-compete provisions

5. Tax Indemnities: Included when specific tax arrangements or indemnities are required

6. Earnout Provisions: Used when part of the purchase price is contingent on future performance

7. Break Fee: Included when parties agree to compensation if the deal fails under specific circumstances

8. Foreign Investment Provisions: Required when the purchaser is a foreign entity requiring OIO approval

Suggested Schedules

1. Details of Ownership Interests: Comprehensive details of the ownership interests being transferred

2. Purchase Price Calculation: Detailed methodology for calculating the final purchase price including any adjustments

3. Warranties: Detailed warranties given by the seller regarding the business and ownership interests

4. Completion Obligations: Detailed list of actions and documents required at completion

5. Company Information: Key information about the company including financial statements and material contracts

6. Encumbrances: List of all encumbrances affecting the ownership interests

7. Required Consents: List of all required third-party and regulatory consents

8. Disclosed Matters: Details of matters disclosed against the warranties

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions



















































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Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Professional Services

Real Estate

Healthcare

Agriculture

Mining and Resources

Construction

Hospitality

Media and Entertainment

Transportation and Logistics

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Risk and Compliance

Corporate Secretariat

Business Development

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Counsel

Corporate Lawyer

Finance Director

Managing Director

Business Development Manager

Investment Manager

Company Secretary

Mergers & Acquisitions Director

Transaction Manager

Due Diligence Manager

Corporate Development Director

Risk 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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