The Sale Of Shares In Private Company Agreement is a crucial legal document used in Australian business transactions when transferring ownership of shares in a private company. This agreement is essential for both small and large private companies across all sectors, providing a legally binding framework that protects the interests of both sellers and purchasers. It must comply with the Australian Corporations Act 2001 and other relevant legislation, including state-specific requirements. The document typically includes comprehensive details about the transaction, such as purchase price, warranties, indemnities, conditions precedent, and completion requirements. It's particularly important for ensuring clear documentation of the transfer terms, managing risk, and establishing clear obligations and rights of all parties involved. The agreement often requires input from legal and financial advisors to ensure all aspects of the share transfer are properly addressed and documented.
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1. Parties: Identifies and provides full details of the seller(s) and purchaser(s)
2. Background: Provides context about the company, the shares being sold, and the purpose of the transaction
3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets out interpretation rules
4. Sale and Purchase: Core agreement to sell and purchase the shares, including the number and class of 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: Specifies what parties must do or not do between signing and completion
8. Completion: Details of when, where and how completion will occur, including completion deliverables
9. Warranties: Seller's warranties about the company, shares, and business
10. Limitations on Claims: Limits on warranty claims including time limits and financial thresholds
11. Confidentiality: Obligations regarding confidential information and announcements
12. Tax Indemnities: Specific indemnities relating to tax liabilities
13. Restrictive Covenants: Non-compete and non-solicitation provisions
14. General Provisions: Standard boilerplate clauses including notices, costs, and governing law
1. Purchase Price Adjustment: Used when the price may be adjusted based on completion accounts or other metrics
2. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
3. Security for Claims: Required when there's an escrow or bank guarantee for warranty claims
4. Employee Provisions: Include when there are specific arrangements for key employees
5. Intellectual Property: Detailed provisions when IP is a crucial asset of the business
6. Real Property: Specific provisions when the company owns significant real estate
7. Third Party Consents: Include when key contracts or licenses require consent for change of control
8. Break Fee: Used in larger transactions where abort costs need to be covered
9. Guarantee: Include when parent company or personal guarantees are required
1. Schedule 1 - Company Details: Details of the company including corporate information and share capital structure
2. Schedule 2 - Warranties: Comprehensive list of warranties given by the seller
3. Schedule 3 - Properties: Details of any real property owned or leased by the company
4. Schedule 4 - Intellectual Property: List of IP rights owned or used by the company
5. Schedule 5 - Material Contracts: List and details of key commercial contracts
6. Schedule 6 - Employees: Details of employees including key terms of employment
7. Schedule 7 - Completion Obligations: Detailed list of actions and deliverables required at completion
8. Schedule 8 - Permitted Encumbrances: List of permitted security interests or encumbrances
9. Appendix 1 - Form of Share Transfer: Pro forma share transfer form
10. Appendix 2 - Board Resolutions: Pro forma board resolutions approving the transfer
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