The Stock Purchase Agreement Promissory Note is utilized when parties wish to structure a share sale with deferred payment terms in the Australian market. This hybrid document is particularly valuable when the purchaser requires flexible payment arrangements but the seller needs formal documentation of the payment obligation. It encompasses all essential elements of both a share purchase agreement and a promissory note, ensuring compliance with Australian corporate law, securities regulations, and financial instruments legislation. The document is commonly used in private company transactions, family business transfers, or small-to-medium enterprise share sales where immediate full payment isn't feasible or desired. It provides security for the seller while offering payment flexibility to the buyer, incorporating necessary protections and enforcement mechanisms under Australian law.
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1. Parties: Identification of the seller, purchaser, and any guarantors
2. Background: Context of the transaction, including description of the shares being sold and reason for the promissory note arrangement
3. Definitions: Key terms used throughout the agreement including share definitions, payment terms, and relevant dates
4. Purchase and Sale of Shares: Details of the shares being purchased, including quantity, class, and company details
5. Purchase Price: Total consideration for the shares and breakdown of payment structure
6. Promissory Note Terms: Core terms of the promise to pay, including principal amount, interest rate, and payment schedule
7. Security Interest: Details of any security provided for the promissory note, including the shares themselves if used as security
8. Representations and Warranties: Standard representations regarding share ownership, authority to sell, and financial capacity to pay
9. Share Transfer Mechanics: Process and timing for the transfer of shares
10. Events of Default: Circumstances constituting default and consequences
11. Remedies: Available remedies in case of default or breach
12. General Provisions: Standard clauses including notices, amendments, governing law, and dispute resolution
1. Guarantor Provisions: Required when a third party is guaranteeing the promissory note payments
2. Share Retention Requirements: Include when there are restrictions on selling or transferring the purchased shares until full payment
3. Company Acknowledgment: Include when the company whose shares are being transferred needs to be a party to the agreement
4. Tax Matters: Include when specific tax arrangements or implications need to be addressed
5. Board Approval: Required when board approval is needed for the share transfer
6. Right of First Refusal: Include when existing shareholders have rights over the shares in case of future transfer
7. Acceleration Clause: Optional provision allowing the seller to demand immediate payment under specified circumstances
1. Schedule A - Share Certificate Details: Details of share certificates being transferred
2. Schedule B - Payment Schedule: Detailed breakdown of payment dates, amounts, and interest calculations
3. Schedule C - Share Transfer Form: Standard share transfer form as required by the company
4. Schedule D - Promissory Note: The formal promissory note document if separate from main agreement
5. Schedule E - Security Agreement: Details of security arrangements if shares or other assets are used as security
6. Appendix 1 - Company Constitution Extracts: Relevant extracts from company constitution regarding share transfers
7. Appendix 2 - Board Resolution: Copy of board resolution approving the share transfer if required
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