The Common Stock Purchase Agreement is a critical legal document used in New Zealand for facilitating the transfer of ordinary shares in a company from one party to another. It is commonly used in private company transactions, mergers and acquisitions, investment rounds, and employee share schemes. The agreement must comply with New Zealand's regulatory framework, particularly the Companies Act 1993 and Financial Markets Conduct Act 2013. It typically includes detailed provisions about the transaction structure, purchase price, payment mechanisms, representations and warranties, conditions precedent, and completion requirements. This document is essential for protecting both parties' interests and ensuring a clear record of the share transfer terms, while also addressing specific requirements of New Zealand company law regarding share transfers and ownership changes.
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1. Parties: Identification of the seller(s), purchaser(s), and the company whose shares are being sold
2. Background: Context of the transaction, including current ownership structure and reason for the share sale
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase of Shares: Core transaction terms including number of shares, price per share, and total purchase price
5. Purchase Price and Payment: Payment terms, method of payment, and any adjustments to the purchase price
6. Conditions Precedent: Conditions that must be satisfied before the sale becomes binding
7. Completion: Details of the closing process, timing, and deliverables required from each party
8. Seller's Warranties: Representations and warranties regarding the shares, company, and seller's authority
9. Purchaser's Warranties: Representations and warranties regarding the purchaser's capacity and authority
10. Confidentiality: Obligations regarding confidential information and public announcements
11. Costs and Stamp Duty: Allocation of transaction costs and any applicable duties
12. Notices: Process for giving formal notices under the agreement
13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Tag-Along Rights: Include when minority shareholders need protection to join in the sale on same terms
2. Drag-Along Rights: Include when majority shareholders need the right to force minority shareholders to join in a sale
3. Pre-emptive Rights: Include when existing shareholders should have first right to purchase shares being sold
4. Non-Competition and Non-Solicitation: Include when seller is a key person and post-sale restrictions are needed
5. Escrow Arrangements: Include when part of the purchase price needs to be held in escrow
6. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
7. Corporate Governance: Include when purchaser is acquiring significant control and board representation needs to be addressed
8. Tax Indemnity: Include when specific tax risks need to be allocated between parties
1. Share Details: Details of the shares being sold including class, rights, and any encumbrances
2. Company Information: Key company details including financial statements, material contracts, and assets
3. Warranties: Detailed warranties given by the seller regarding the company and its business
4. Disclosure Schedule: Exceptions and qualifications to the warranties
5. Completion Checklist: List of actions and documents required for completion
6. Form of Share Transfer: Template share transfer form complying with Companies Act requirements
7. Board Resolutions: Pro-forma board resolutions approving the share transfer
8. Existing Encumbrances: Details of any existing security interests or other encumbrances over the shares
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