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Shareholder Sale Agreement
"I need a Shareholder Sale Agreement for three individual shareholders selling 100% of their shares to a corporate buyer, with completion scheduled for March 2025 and including standard warranties and board resignation provisions."
1. Parties: Identification of the seller(s) and purchaser(s) of the shares
2. Background: Context of the transaction, including company details and reason for the share sale
3. Definitions and Interpretation: Defined terms and rules for interpreting the agreement
4. Sale and Purchase: Core transaction terms including shares being sold and purchase price
5. Purchase Price and Payment: Details of consideration, payment method, and timing
6. Conditions Precedent: Any conditions that must be satisfied before completion
7. Pre-completion Obligations: Parties' obligations between signing and completion
8. Completion: Process and requirements for completing the transaction
9. Seller Warranties: Warranties regarding the shares, company, and seller
10. Purchaser Warranties: Warranties given by the purchaser
11. Limitations on Claims: Limitations on warranty claims and indemnities
12. Confidentiality: Obligations regarding confidential information
13. Announcements: Requirements for public announcements about the transaction
14. Costs: Allocation of transaction costs
15. Notices: Process for giving formal notices under the agreement
16. General Provisions: Standard boilerplate clauses including governing law
1. Earn-out Provisions: Used when part of purchase price is contingent on future performance
2. Employee Matters: Required when there are specific arrangements regarding key employees
3. Tax Covenants: Detailed tax provisions when specific tax risks need to be addressed
4. Non-competition Restrictions: Required when sellers need to be restricted from competing
5. Intellectual Property Rights: Detailed IP provisions when IP is a key company asset
6. Transitional Services: Used when seller will provide services post-completion
7. Break Fee: Include when parties agree to compensation if deal fails
8. Director Resignations: Required when seller directors are to resign
1. Share Details: Details of shares being sold including share certificates
2. Company Information: Key details about the company including corporate information
3. Warranties: Detailed warranties about the company and business
4. Properties: Details of company's real property interests
5. Material Contracts: List and details of important company contracts
6. Intellectual Property: Schedule of company's IP rights
7. Completion Obligations: Detailed list of completion deliverables
8. Permitted Encumbrances: List of permitted encumbrances on shares or assets
9. Form of Resignation Letters: Template resignation letters for outgoing directors
10. Disclosure Letter: Exceptions and qualifications to warranties
Authors
Financial Services
Technology
Manufacturing
Professional Services
Retail
Healthcare
Real Estate
Agriculture
Mining
Construction
Education
Hospitality
Transport and Logistics
Media and Entertainment
Energy
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Board of Directors
Executive Leadership
Company Secretariat
Treasury
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Managing Director
Finance Director
Business Development Manager
Investment Manager
Compliance Officer
Board Director
Company Director
Mergers & Acquisitions Manager
Corporate Development Director
Risk Manager
Financial Controller
General Counsel
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Share Purchase Agreement Private Limited Company
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Simple Stock Purchase Agreement Between Shareholders
A New Zealand-compliant agreement for the direct transfer of company shares between existing shareholders, including terms of sale and standard warranties.
Shareholder Sale Agreement
A New Zealand-compliant agreement governing the sale and transfer of company shares between shareholders, outlining terms, conditions, and mutual obligations.
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