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Share Purchase Agreement for New Zealand

Share Purchase Agreement Template for New Zealand

A comprehensive legal agreement governed by New Zealand law that documents the terms and conditions for the sale and purchase of shares in a company. The agreement details the transaction structure, purchase price, payment terms, warranties, indemnities, and conditions precedent. It includes specific provisions compliant with New Zealand's Companies Act 1993 and relevant financial markets legislation, while incorporating necessary protections for both seller and purchaser. The document addresses regulatory requirements, tax implications, and includes customary provisions for the New Zealand market.

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Share Purchase Agreement

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What is a Share Purchase Agreement?

The Share Purchase Agreement is a fundamental transaction document used in New Zealand for the transfer of ownership in companies through share acquisitions. It is essential for both private and public company transactions, though its specific terms may vary depending on the size and complexity of the deal. The agreement must comply with New Zealand's legal framework, particularly the Companies Act 1993, Financial Markets Conduct Act 2013, and relevant tax legislation. It typically includes detailed provisions covering the sale mechanics, warranties about the company's condition, indemnities, pre-completion obligations, and completion requirements. This document is crucial for protecting both parties' interests and ensuring a clear framework for the transaction, while addressing specific New Zealand market practices and regulatory requirements.

What sections should be included in a Share Purchase Agreement?

1. Parties: Identifies and defines the Seller(s), Purchaser(s), and the Company whose shares are being sold

2. Background: Sets out the context of the transaction, including current ownership of shares and intention to sell

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules of interpretation

4. Sale and Purchase: Core transaction terms including number of shares, price, and completion mechanics

5. Purchase Price: Details the consideration, payment terms, and any adjustments

6. Conditions Precedent: Specifies conditions that must be satisfied before completion occurs

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

8. Completion: Details of what happens at completion, including timing, location, and 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. Tax Indemnity: Specific indemnities relating to tax matters

12. Confidentiality: Obligations regarding confidential information

13. Announcements: Requirements for public announcements about the transaction

14. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law

What sections are optional to include in a Share Purchase Agreement?

1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance

2. Employee Matters: Include when there are specific arrangements for key employees or employee shareholders

3. Non-competition: Used when restrictions on seller's future business activities are required

4. Intellectual Property: Include when IP is a significant asset requiring specific provisions

5. Real Estate: Used when company owns significant property assets requiring specific warranties

6. Transitional Services: Include when seller will provide services to company post-completion

7. Break Fee: Used in larger transactions to provide compensation if deal fails

8. Shareholder Arrangements: Include when multiple sellers or continuing shareholders require specific arrangements

What schedules should be included in a Share Purchase Agreement?

1. Share Details: Details of shares being sold including class, number, and current ownership

2. Company Information: Key details about the company including corporate information and subsidiaries

3. Warranties: Detailed warranties about the company, business, and shares

4. Properties: List and details of company's real estate assets

5. Intellectual Property: Schedule of IP rights owned or used by the company

6. Material Contracts: List of important contracts requiring review or assignment

7. Employees: Details of key employees and their terms of employment

8. Completion Deliverables: List of documents and items to be delivered at completion

9. Permitted Leakage: In locked box deals, list of permitted value transfers pre-completion

10. Data Room Index: Index of due diligence materials provided

Authors

Alex Denne

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

Jurisdiction

New Zealand

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions























































Clauses








































Relevant Industries

Financial Services

Professional Services

Technology

Manufacturing

Retail

Healthcare

Real Estate

Agriculture

Mining

Construction

Education

Transportation

Energy

Telecommunications

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Tax

Risk Management

Treasury

Corporate Secretariat

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Legal Director

Company Secretary

Finance Director

Investment Banker

Business Development Manager

Mergers & Acquisitions Director

Transaction Manager

Corporate Development Officer

Private Equity Manager

Investment Director

Risk Manager

Compliance Officer

Tax Director

Financial Controller

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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