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Company Takeover Agreement

Company Takeover Agreement Template for New Zealand

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Key Requirements PROMPT example:

Company Takeover Agreement

"I need a Company Takeover Agreement for acquiring a medium-sized New Zealand technology company, with completion planned for March 2025 and including specific provisions for retention of key software development staff and protection of intellectual property."

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Document background
The Company Takeover Agreement is a crucial document used in corporate acquisitions in New Zealand, facilitating the transfer of ownership and control of a target company to a new owner. This agreement type is essential for both private and public company acquisitions, though specific requirements may vary based on the target company's status. The document must comply with New Zealand's regulatory framework, particularly the Takeovers Act 1993, Companies Act 1993, and where applicable, the Overseas Investment Act 2005. It contains detailed provisions covering purchase price, warranties, indemnities, conditions precedent, and completion mechanics, while also addressing specific requirements for employee transfers, asset handling, and ongoing obligations. The agreement is typically preceded by due diligence and may require various regulatory approvals, including from the Takeovers Panel or Overseas Investment Office.
Suggested Sections

1. Parties: Identification of the seller(s), purchaser(s), and any guarantors

2. Background: Context of the transaction, including brief description of the target company and purpose of the agreement

3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including what is being sold (shares/assets) and the basic agreement to sell and purchase

5. Purchase Price: Consideration details, including amount, payment method, and any adjustments

6. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals

7. Pre-completion Obligations: Obligations of all parties between signing and completion, including conduct of business requirements

8. Completion: Mechanics of completion, including timing, location, and actions required

9. Warranties: Seller's warranties about the company, its business, and assets

10. Limitations on Claims: Limitations on warranty claims including caps, time limits, and exclusions

11. Tax Indemnity: Specific indemnities relating to tax matters

12. Confidentiality: Obligations regarding confidential information

13. Announcements: Requirements for public announcements about the transaction

14. Post-completion Obligations: Ongoing obligations after completion

15. General Provisions: Standard boilerplate clauses including governing law, notices, and entire agreement

Optional Sections

1. Employee Matters: Required if employees are transferring or there are specific employment arrangements to be addressed

2. Intellectual Property: Required if significant IP assets are involved in the transaction

3. Real Property: Required if the target company owns or leases significant real estate

4. Environmental Matters: Required if the target company operates in environmentally sensitive industries

5. Competition/Anti-trust: Required if there are significant competition law considerations

6. Earn-out Provisions: Required if part of the purchase price is contingent on future performance

7. Transitional Services: Required if the seller will provide services to the target company post-completion

8. Foreign Investment Provisions: Required if the purchaser is a foreign entity requiring OIO approval

9. Break Fee: Required if parties agree to compensation in case of failed transaction

10. Non-compete Provisions: Required if restraints are needed on seller's future activities

Suggested Schedules

1. Target Company Details: Complete corporate information, shareholding structure, and subsidiaries

2. Warranties: Detailed warranties given by the seller

3. Properties: List and details of all owned and leased properties

4. Material Contracts: List and copies of key contracts

5. Intellectual Property: Schedule of all IP rights owned or licensed

6. Employee Information: Details of employees, including key terms and benefits

7. Permitted Leakage: Agreed exceptions to no leakage covenant in locked box deals

8. Completion Requirements: Detailed list of completion deliverables and requirements

9. Form of Resignation Letters: Template resignation letters for outgoing directors

10. Working Capital Statement: Agreed form of working capital calculation if relevant

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions






























































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Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Healthcare

Real Estate

Mining and Resources

Agriculture

Transport and Logistics

Professional Services

Energy

Telecommunications

Media and Entertainment

Construction

Education

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Risk and Compliance

Board of Directors

Executive Leadership

Strategy

Tax

Human Resources

Operations

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Development Director

Mergers & Acquisitions Manager

Legal Counsel

Finance Director

Company Secretary

Risk Manager

Compliance Officer

Board Director

Investment Director

Due Diligence Manager

Integration Manager

Strategy Director

Transaction Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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