A Share Buyout Agreement is a crucial document used when existing shareholders wish to sell their shares in a New Zealand company, either to other shareholders, new investors, or back to the company itself. This agreement is essential for both private and public companies, though the complexity and regulatory requirements may vary. The document must comply with New Zealand's Companies Act 1993 and other relevant legislation, including the Financial Markets Conduct Act 2013 and Contract and Commercial Law Act 2017. It typically includes detailed provisions about the share transfer process, valuation methods, payment terms, warranties, and both pre- and post-completion obligations. The agreement is particularly important for protecting all parties' interests, ensuring proper documentation of the transaction, and maintaining compliance with regulatory requirements.
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1. Parties: Identification of the selling shareholder(s) and purchasing party/parties, including full legal names and addresses
2. Background: Context of the agreement, including company details, current shareholding structure, and reason for the buyout
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules for interpreting the document
4. Sale and Purchase of Shares: Core transaction terms including number of shares, class of shares, and agreed purchase price
5. Purchase Price and Payment: Details of the consideration, payment method, and timing of payments
6. Completion: Mechanics of the share transfer, including timing, location, and actions required at completion
7. Seller's Warranties: Warranties given by the seller regarding share ownership, authority to sell, and company status
8. Buyer's Warranties: Warranties given by the buyer regarding authority to purchase and ability to pay
9. Pre-Completion Obligations: Obligations of both parties between signing and completion, including conduct of business requirements
10. Confidentiality: Obligations regarding confidential information and announcements about the transaction
11. Notices: Process for giving formal notices under the agreement
12. General Provisions: Standard boilerplate clauses including governing law, dispute resolution, and entire agreement
1. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
2. Employee Matters: Include when the selling shareholder is also an employee/director and employment arrangements need to be addressed
3. Non-Compete and Non-Solicitation: Include when restrictions on the seller's future business activities are required
4. Tax Indemnities: Include when specific tax risks need to be allocated between the parties
5. Intellectual Property Rights: Include when IP ownership or licensing needs to be addressed as part of the transaction
6. Staged Completion: Include when the share transfer will occur in multiple stages
7. Bank Financing: Include when the purchase is being funded through bank financing requiring specific conditions
8. Shareholder Approval: Include when other shareholders' approval is required for the transaction
1. Schedule 1 - Share Details: Detailed description of the shares being sold, including share certificate numbers and share class rights
2. Schedule 2 - Company Details: Full company information including registration number, registered office, and current directors
3. Schedule 3 - Completion Requirements: Detailed list of documents and actions required at completion
4. Schedule 4 - Warranties: Comprehensive list of warranties given by the seller regarding the company and shares
5. Schedule 5 - Encumbrances: List of any existing encumbrances on the shares or company assets
6. Schedule 6 - Payment Terms: Detailed payment schedule if payment is to be made in installments
7. Appendix A - Board Resolutions: Pro-forma board resolutions approving the share transfer
8. Appendix B - Share Transfer Forms: Pro-forma share transfer forms to be executed at completion
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