The Stock Sale Contract is a crucial legal document used in New Zealand for transferring ownership of company shares from one party to another. It is essential when shareholders wish to sell their stake in a company, whether partially or entirely. This document is particularly important in private company transactions where shares are not traded on public markets. The contract must comply with New Zealand's legal framework, including the Companies Act 1993, Financial Markets Conduct Act 2013, and relevant tax legislation. It typically includes detailed provisions covering the sale price, payment terms, warranties about the shares and the company, completion mechanics, and any conditions that must be satisfied before the sale can proceed. The document is designed to protect both parties' interests while ensuring a smooth and legally compliant transfer of share ownership.
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1. Parties: Identification of the seller(s) and purchaser(s), including full legal names and addresses
2. Background: Context of the transaction, including brief description of the company and reason for the sale
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, class of shares, and agreement to sell and purchase
5. Purchase Price: Specified purchase price, payment method, and timing of payment
6. Completion: Details of when and how the transfer will be completed, including specific obligations of each party
7. Seller's Warranties: Standard warranties regarding ownership, authority to sell, and status of shares
8. Purchaser's Warranties: Warranties regarding authority to purchase and financial capacity
9. Pre-Completion Obligations: Obligations of both parties between signing and completion
10. Confidentiality: Obligations regarding confidential information
11. Notices: How formal notices under the agreement must be given
12. General Provisions: Standard boilerplate provisions including governing law, dispute resolution, and entire agreement
1. Conditions Precedent: Used when completion is subject to specific conditions being met, such as regulatory approvals or third-party consents
2. Purchase Price Adjustment: Include when the price may be adjusted based on future events or financial performance
3. Escrow Arrangements: Required when part of the purchase price will be held in escrow
4. Tag-Along Rights: Include when minority shareholders need protection in case of future sales
5. Drag-Along Rights: Include when majority shareholders want the right to force minority shareholders to join in a future sale
6. Non-Competition: Used when the seller needs to be restricted from competing post-sale
7. Tax Indemnity: Include when specific tax risks need to be allocated between the parties
8. Foreign Investment Compliance: Required when the purchaser is a foreign entity subject to overseas investment rules
1. Share Details: Detailed description of the shares being sold, including share certificate numbers and share class rights
2. Company Information: Key details about the company including corporate structure, subsidiaries, and material contracts
3. Warranties: Detailed warranties and representations beyond those in the main agreement
4. Completion Obligations: Detailed list of documents and actions required at completion
5. Encumbrances: List of any existing encumbrances on the shares
6. Related Party Transactions: Details of any ongoing related party arrangements
7. Board Resolutions: Pro-forma board resolutions required for the transfer
8. Share Transfer Forms: Pro-forma share transfer documents required by the company
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