This Sale of Shares Agreement assumes that you are the Sellers. It also assumes that the Sellers represent all of the shareholders in the Company and that the Buyers are buying all of the issued shares in the Company.

This Sale of Shares Agreement assumes that the whole of the Purchase Price will be paid on Completion and that there will be a dividend declared up to the Completion Date. Note the Completion Date is an agreed anticipated date for Completion. It may not be the actual date on which Completion takes place.

This Sale of Shares Agreement includes the following provisions:

1. Definitions and Interpretations
2. Agreement for sale and purchase of the sale shares
3. Payment of the purchase price
4. Completion accounts and dividend
5. Completion
6. Due diligence and inspection of documents
7. Repayment of shareholders loan accounts
8. General warranties
9. Insurance liability claims
10. Representatives of the parties
11. Further assurance
12. Succession
13. Confidentiality
14. Non-solicitation
15. Denial of merger

There are numerous schedules to this Agreement for Sale of Shares and in order to complete them you will need information on the following:

1. The names and addresses of the shareholders selling their shares
2. The number of shares that each Seller is selling, the class of those shares and whether they are fully paid or partly paid
3. The names and addresses of the buyers, the number and class of shares they are buying and whether they are fully or partly paid
4. Names, addresses and dates of appointment of all the current directors; details of any premises Leases, licences required for the business
5. Details of current and former employees
6. Details of any guarantees given by third parties
7. Details of insurance policies; and details of any leased assets

LAWLIVE recommends: This is a complex document which involves the creation of complex legal rights and obligations and may give rise to various taxation and liability consequences. The best way to use this document is to complete it, print it out, print out all of the checklists that apply to it and all other LawLive information that relates to this type of document. When you have done this, LawLive recommends you read it carefully and instruct lawyers to assist you in the finalisation of the document and that you take tax advice from your accountant or tax adviser as to any income tax, capital gains or GST consequences.