The Sale Of Shares Form is a crucial legal document used in Australian corporate transactions when transferring ownership of shares from one party to another. This document is essential for both private and public company share transfers, though its complexity may vary depending on the transaction size and nature. It must comply with the Australian Corporations Act 2001 (Cth), relevant state-based duties legislation, and potentially foreign investment regulations if overseas parties are involved. The agreement typically includes comprehensive details about the transaction, including share specifics, purchase price, payment terms, warranties, and various representations about the company's status. It's commonly used in business sales, corporate restructuring, investment transactions, and succession planning, providing legal protection for both buyers and sellers while ensuring proper documentation of the ownership transfer.
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1. Parties: Identification of the seller(s) and purchaser(s) with full legal names and addresses
2. Background: Context of the transaction, including company details and reason for the share sale
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Completion: Details of when, where, and how completion will occur, including conditions precedent
6. Pre-completion Obligations: Obligations of both parties between signing and completion
7. Seller's Warranties: Standard warranties regarding share ownership, authority to sell, and company status
8. Tax Indemnities: Provisions regarding tax liabilities and indemnities
9. Confidentiality: Obligations regarding confidential information
10. Announcements: Requirements for public announcements about the transaction
11. Costs: Allocation of transaction costs and stamp duty
12. General Provisions: Standard boilerplate clauses including notices, governing law, and dispute resolution
13. Execution: Formal execution blocks for all parties
1. Post-completion Obligations: Used when there are specific requirements after completion, such as ongoing cooperation or transition arrangements
2. Non-competition: Include when restricting seller's future competitive activities is necessary
3. Employee Matters: Required when the transaction affects employment arrangements or includes employee-related warranties
4. Intellectual Property: Include when IP rights are significant to the transaction
5. Break Fee: Used in larger transactions where compensation for failed completion is required
6. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
7. Foreign Investment Approval: Required when the transaction needs FIRB or other regulatory approvals
8. Security for Claims: Used when specific security or escrow arrangements are needed for warranty claims
1. Share Details: Details of shares being sold including class, numbers, and any encumbrances
2. Company Details: Key information about the company including corporate structure and financial position
3. Warranties: Detailed list of warranties given by the seller
4. Completion Requirements: Detailed list of documents and actions required at completion
5. Disclosed Matters: List of matters disclosed against the warranties
6. Property Schedule: Details of company's real property assets if material to the transaction
7. Material Contracts: List and details of key contracts affecting the company
8. Intellectual Property: Schedule of IP rights owned or used by the company
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