The Restricted Share Purchase Agreement is a crucial document used in New Zealand when a company wishes to issue shares while maintaining control over their ownership and transfer. This agreement is commonly utilized in private companies, startups, and businesses implementing employee share schemes, where controlling share ownership is vital for company stability and growth. The document complies with New Zealand corporate law requirements, particularly the Companies Act 1993 and Financial Markets Conduct Act 2013, while establishing specific restrictions on share transfers, voting rights, and other shareholder privileges. It's particularly valuable for companies looking to incentivize key employees or maintain strategic control over their shareholder base, while ensuring all arrangements are properly documented and legally enforceable under New Zealand jurisdiction.
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1. Parties: Identification of the seller (company) and purchaser(s)
2. Background: Context of the agreement, including company details and purpose of the restricted share issuance
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Agreement to Sell and Purchase: Core terms of the share purchase, including number of shares, price, and payment terms
5. Conditions Precedent: Any conditions that must be met before the share purchase becomes effective
6. Completion: Process and requirements for completing the share purchase transaction
7. Nature of Restrictions: Details of restrictions on the shares, including transfer limitations, voting rights, and other constraints
8. Duration of Restrictions: Time period or conditions under which restrictions apply and when they may be lifted
9. Share Rights: Specific rights attached to the restricted shares, including dividend rights and voting limitations
10. Transfer Restrictions: Detailed procedures and limitations for any attempted transfer of the restricted shares
11. Company's Rights and Obligations: Company's powers and duties regarding the restricted shares
12. Shareholder's Warranties: Representations and warranties from the purchaser
13. Default: Consequences of breach or default under the agreement
14. Notices: Process for giving formal notices under the agreement
15. General Provisions: Standard contractual provisions including governing law, severability, and entire agreement
1. Vesting Provisions: Include when shares vest over time or based on performance conditions
2. Tag-Along Rights: Include when minority shareholders need protection in case of majority share sales
3. Drag-Along Rights: Include when majority shareholders need power to force minority participation in a sale
4. Employee Provisions: Include when shares are part of employee compensation or incentive scheme
5. Bad Leaver Provisions: Include when shares must be forfeited or sold upon termination for cause
6. Good Leaver Provisions: Include when different terms apply for departure under good circumstances
7. Call Option: Include when company wants right to repurchase shares under certain conditions
8. Put Option: Include when shareholder wants right to sell shares back under certain conditions
9. Dividend Restrictions: Include when specific dividend limitations are needed beyond standard restrictions
1. Schedule 1: Share Details: Detailed description of shares including class, number, and issue price
2. Schedule 2: Deed of Adherence: Form of deed for new shareholders to agree to company constitution and agreements
3. Schedule 3: Transfer Notice: Form of notice required for any attempted transfer of restricted shares
4. Schedule 4: Vesting Schedule: Details of vesting dates and conditions if applicable
5. Schedule 5: Calculation of Fair Value: Methodology for determining share value for transfers or buybacks
6. Schedule 6: Company Constitution Excerpt: Relevant sections of company constitution affecting restricted shares
7. Appendix A: Shareholders' Agreement: Copy or relevant excerpts of existing shareholders' agreement
8. Appendix B: Board Resolutions: Copies of board resolutions approving share issuance and restrictions
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