The Shareholders Agreement And Share Purchase Agreement is a crucial document used in New Zealand business transactions where there is both a transfer of shares and an ongoing need to regulate shareholder relationships. It is particularly relevant in situations involving company acquisitions, investment rounds, or restructuring of ownership. The document serves dual purposes: facilitating the immediate share transfer transaction and establishing the framework for future company governance and shareholder interactions. It needs to comply with New Zealand's corporate law framework, particularly the Companies Act 1993, the Financial Markets Conduct Act 2013, and the Contract and Commercial Law Act 2017. This agreement is essential for protecting shareholder interests, ensuring clear governance structures, and providing mechanisms for future share transfers and dispute resolution.
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1. Parties: Identifies all parties to the agreement including the company, existing shareholders, and new shareholders
2. Background: Sets out the context of the agreement, including company details and purpose of the transaction
3. Definitions and Interpretation: Defines key terms used throughout the agreement and interpretation rules
4. Sale and Purchase of Shares: Details of the share transfer including number of shares, price, and payment terms
5. Completion: Specifies the completion date, pre-completion conditions, and completion obligations
6. Warranties and Representations: Warranties given by the sellers regarding the company and shares
7. Company Management and Operation: Governance structure, board composition, and decision-making processes
8. Shareholders Rights and Obligations: Key rights and obligations of shareholders including voting rights and funding obligations
9. Share Transfer Restrictions: Restrictions on transfer of shares and process for permitted transfers
10. Pre-emptive Rights: Process for offering shares to existing shareholders before external sale
11. Tag-Along and Drag-Along Rights: Mechanisms for minority protection and majority exit rights
12. Dividend Policy: Framework for declaration and payment of dividends
13. Dispute Resolution: Process for resolving disputes between shareholders
14. Confidentiality: Obligations regarding confidential information
15. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Put and Call Options: Optional mechanisms for forced share transfers, typically used in joint ventures or strategic investments
2. Anti-dilution Rights: Protection for investors against future share issues at lower valuations, relevant for companies planning future capital raises
3. Intellectual Property Rights: Specific provisions for IP ownership and licensing, important for technology companies
4. Non-Compete and Non-Solicitation: Restrictions on competitive activities, typically used when sellers remain involved in the industry
5. Management Incentive Schemes: Framework for employee share schemes or options, relevant for companies with management incentive plans
6. Dead Lock Resolution: Specific procedures for resolving board or shareholder deadlocks, important for 50/50 joint ventures
7. Information Rights: Enhanced information access rights for significant minority shareholders
8. Exit Strategy Provisions: Detailed provisions regarding IPO or trade sale processes, important for investment-backed companies
1. Company Details: Details of the company including incorporation, share capital, and current shareholders
2. Share Transfer Details: Specific details of shares being transferred including share numbers, consideration, and payment terms
3. Warranties: Detailed list of warranties given by the sellers
4. Board Reserved Matters: List of decisions requiring board approval
5. Shareholder Reserved Matters: List of decisions requiring shareholder approval
6. Completion Obligations: Detailed list of documents and actions required at completion
7. Form of Deed of Accession: Template for new shareholders to join the agreement
8. Company Business Plan: Current business plan and financial projections
9. Management Structure: Organization chart and key management positions
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