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Shareholder Sale Agreement Template for New Zealand

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Key Requirements PROMPT example:

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."

Document background
The Shareholder Sale Agreement is a crucial legal document used in New Zealand when existing shareholders wish to sell their shares to other parties, whether they are existing shareholders or new investors. This comprehensive agreement is essential for both private and public companies, ensuring compliance with New Zealand's Companies Act 1993, Financial Markets Conduct Act 2013, and other relevant legislation. It typically includes detailed provisions about the sale price, payment terms, warranties about the company's condition, and various protections for both parties. The document is particularly important in situations involving significant ownership changes, company restructuring, or exit strategies, and can be adapted to accommodate various transaction sizes and complexities. It provides a clear framework for the transfer process while protecting the interests of all parties involved.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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















































Clauses




































Relevant Industries

Financial Services

Technology

Manufacturing

Professional Services

Retail

Healthcare

Real Estate

Agriculture

Mining

Construction

Education

Hospitality

Transport and Logistics

Media and Entertainment

Energy

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Board of Directors

Executive Leadership

Company Secretariat

Treasury

Relevant Roles

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

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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