The Business Share Transfer Agreement is a crucial legal document used in New Zealand when transferring ownership of shares in a company from one party to another. It is essential for both private and public company transactions, though its application is more common in private company contexts. This document becomes necessary whenever there is a need to sell or transfer business shares, whether in the context of a complete business sale, partial ownership transfer, or corporate restructuring. The agreement must comply with New Zealand's Companies Act 1993 and other relevant legislation, including the Contract and Commercial Law Act 2017 and Financial Markets Conduct Act 2013. It typically includes comprehensive details about the transfer process, warranties, representations, conditions precedent, and completion requirements, providing legal protection and clarity for all parties involved in the transaction.
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1. Parties: Identifies and provides full details of all parties to the agreement, including the seller(s) and purchaser(s)
2. Background: Sets out the context of the transaction, including details of the company whose shares are being transferred
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules for interpretation
4. Sale and Purchase of Shares: Core provision detailing the shares being sold and purchased, including class and number
5. Purchase Price: Specifies the consideration for the shares and payment terms
6. Conditions Precedent: Lists any conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Details what parties must do between signing and completion
8. Completion: Specifies the completion date, location, and actions required at completion
9. Warranties and Representations: Sets out seller's warranties about the company, shares, and business
10. Limitations on Claims: Establishes limitations on warranty claims including time limits and financial caps
11. Confidentiality: Provisions regarding confidential information and announcements
12. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Post-Completion Adjustments: Used when purchase price may be adjusted based on completion accounts or other factors
2. Non-Competition Covenants: Include when restricting seller's future competitive activities is necessary
3. Continuing Employment: Required when key shareholders will continue employment post-sale
4. Intellectual Property Rights: Important when IP is a significant asset of the business
5. Tax Indemnities: Detailed tax provisions when specific tax risks need to be addressed
6. Environmental Warranties: Include for businesses with significant environmental impacts or risks
7. Foreign Investment Conditions: Required when overseas investment approval is needed
8. Earn-out Provisions: Used when part of purchase price is contingent on future performance
1. Share Details: Details of shares being transferred including share certificate numbers
2. Company Information: Key company details including corporate structure and subsidiaries
3. Warranties: Detailed warranties about the company, business, and shares
4. Properties: Details of company's real estate assets and leases
5. Material Contracts: List and details of important business contracts
6. Intellectual Property: Schedule of IP rights owned or licensed by the company
7. Completion Requirements: Detailed list of documents required at completion
8. Form of Resignation Letters: Template resignation letters for outgoing directors
9. Disclosure Letter: Exceptions and qualifications to warranties
10. Purchase Price Calculation: Detailed methodology for calculating final purchase price
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