The Share Sale and Purchase Agreement is a fundamental document used in corporate acquisitions where ownership of a company changes hands through the transfer of shares. This agreement is essential for any share acquisition transaction in Australia, whether for private or public companies, and must comply with Australian corporate law, particularly the Corporations Act 2001 (Cth). It typically includes comprehensive details about the transaction structure, purchase price mechanisms, warranties about the company's condition, indemnities, conditions precedent to completion, and post-completion obligations. The agreement serves to protect both parties' interests by clearly documenting their rights and obligations, managing risk allocation, and establishing clear procedures for completion and post-completion matters. It's particularly crucial in ensuring compliance with Australian regulatory requirements and market practice.
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1. Parties: Identifies and defines the vendor(s), purchaser(s) and any guarantors to the agreement
2. Background: Sets out the context of the transaction, including details of the target company and the shares being sold
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles
4. Sale and Purchase: Core transaction terms including the agreement to sell and purchase the shares
5. Purchase Price: Specifies the consideration and payment terms, including any adjustments
6. Conditions Precedent: Lists conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
8. Completion: Details of the completion process, timing, and deliverables
9. Warranties: Seller's warranties about the company, shares, and business
10. Limitations on Claims: Limitations on warranty claims including time limits and financial thresholds
11. Tax Indemnities: Specific indemnities relating to tax matters
12. Confidentiality: Obligations regarding confidential information
13. Announcements: Requirements for public announcements about the transaction
14. Costs: Allocation of transaction costs between parties
15. General Provisions: Standard boilerplate provisions including notices, amendments, governing law
1. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
2. Vendor Finance: Include when the seller is providing financing for the purchase
3. Non-Competition: Include when restricting the seller from competing post-completion
4. Employee Matters: Include when there are specific arrangements for key employees
5. Intellectual Property: Include when IP is a significant asset requiring specific provisions
6. Environmental Matters: Include for businesses with significant environmental risks or obligations
7. Real Property: Include when the company owns significant real estate assets
8. Transitional Services: Include when the seller will provide services post-completion
9. Break Fee: Include when parties agree to break fees for failed completion
10. Foreign Investment Approval: Include when FIRB approval is required
1. Share Details: Details of shares being sold including class, number, and percentage of total issued capital
2. Company Details: Corporate information about the target company
3. Warranties: Detailed warranties given by the seller
4. Disclosure Letter: Seller's disclosures against the warranties
5. Properties: Details of real property owned or leased by the company
6. Material Contracts: List and details of important contracts
7. Intellectual Property: Schedule of IP rights owned or licensed
8. Employee Information: Details of employees and their terms of employment
9. Completion Deliverables: List of documents and items to be delivered at completion
10. Form of Resignation Letters: Template resignation letters for outgoing directors
11. Working Capital Statement: Agreed form of working capital calculation if relevant
12. Data Room Index: Index of due diligence materials provided
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