The Share Sale and Purchase Agreement is a critical document used in New Zealand corporate transactions when transferring ownership of shares from one party to another. It serves as the primary transaction document that captures all essential terms and conditions of the share sale, including the purchase price, payment mechanisms, warranties, and completion procedures. This agreement type is particularly important as it needs to comply with New Zealand's specific regulatory requirements, including the Companies Act 1993, Financial Markets Conduct Act 2013, and other relevant legislation. It's commonly used in various contexts, from small private company transactions to large corporate acquisitions, and can be adapted to accommodate different transaction structures, such as full or partial share transfers, multiple sellers or buyers, and various payment arrangements including deferred consideration or earn-out provisions.
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1. Parties: Identifies and provides full details of the seller(s) and purchaser(s), including registration numbers for companies
2. Background: Sets out the context of the transaction, including brief description of the company and the shares being sold
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Sale and Purchase: Core provision establishing the agreement to sell and purchase the shares
5. Purchase Price: Specifies the consideration and payment terms, including any adjustments or earn-out mechanisms
6. Conditions Precedent: Lists any conditions that must be satisfied before completion can occur
7. Pre-completion Obligations: Details the obligations of both parties between signing and completion
8. Completion: Specifies the completion date, location, and actions required at completion
9. Seller Warranties: Contains the seller's warranties about the shares, company, and business
10. Purchaser Warranties: Contains the purchaser's warranties, including capacity to enter the agreement
11. Limitations on Claims: Sets out limitations on warranty claims, including time limits and financial thresholds
12. Confidentiality: Provisions regarding confidentiality of the transaction and company information
13. Announcements: Requirements for public announcements about the transaction
14. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Price Adjustment: Used when the purchase price may be adjusted based on completion accounts or other mechanisms
2. Earn-out Provisions: Included when part of the purchase price is contingent on future performance
3. Tax Covenant: Detailed tax indemnities, used in larger transactions or where specific tax risks exist
4. Non-competition: Restraints on the seller's future business activities, used when protecting goodwill is important
5. Transitional Services: Required when the seller will provide services to the company post-completion
6. Employee Matters: Specific provisions dealing with key employees or employee arrangements
7. Intellectual Property: Detailed IP provisions where IP is a significant company asset
8. Break Fee: Included when parties want to specify compensation for transaction failure
9. Guarantee: When a parent company or third party guarantees the obligations of a party
1. Share Details: Details of the shares being sold, including class, numbers, and share certificates
2. Company Details: Key information about the company, including corporate details and financial position
3. Warranties: Detailed warranties about the company, business, and shares
4. Properties: Details of any real property owned or leased by the company
5. Material Contracts: List and details of the company's material contracts
6. Intellectual Property: Schedule of company's IP rights and registrations
7. Employees: Details of employees and their terms of employment
8. Completion Requirements: Detailed list of documents and actions required at completion
9. Disclosed Documents: List of documents disclosed against the warranties
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