Company purchase agreement: shares and cash deal

This is a comprehensive sale agreement based on a simple deal for cash and an option for the seller to take shares in the buyer company. There is provision for real property, but no option for an additional conditional payment if the acquisition meets targets.
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About this document

This is a straight forward purchase and sale agreement for a company in any business and of any size.

The purchase price could be any amount. Some of this would comprise an equity stake in the buyer (or a company owned by the buyer), with the remainder being cash.

The deal should be completed on the same day as payment is made.

The company being acquired may own leasehold, freehold or tenanted property.

Use of warranties

Despite being called a sale agreement, it is usually the buyer who draws up the first draft of the contract. This is because he or she is at risk from issues that only become known after the purchase. In order to reduce these risks, it is commonly accepted practice for the seller to give warranties that cover all aspects of the business. That means that the seller warrants that statements made during the due diligence process are true. If it subsequently turns out that the information was false, the buyer can seek appropriate reimbursement.

If you are the buyer, there is advantage in choosing from the wide selection of warranties we include in this document. If you are the seller, likewise, there is advantage in being the party to present the first draft to the other, but rather because you can reduce the warranties you give.

You will also receive an example disclosure letter in this pack. We have provided a format that gives an indication of how such a letter works and a style you could use.

The document includes 108 individual warranties in sections relating to:

  • General
  • Company structure and operation
  • Accounts
  • Cash flow
  • Taxation
  • Guarantees and borrowing
  • Assets
  • Trading and contracts
  • Properties, including those let by the company
  • Employment
  • Pensions
  • Insurance
  • Intellectual property
  • Information technology

Revisiting any shareholders' agreement

As this deal entitles the seller to receive shares, immediately on completion of this agreement, the seller should enter into a shareholders' agreement with the existing shareholders of the buyer. All of the detailed control is best exercised through a shareholder agreement.

Other similar templates

We also have documents to sell not a company but a business as a going concern. If you are not buying all of the shares in a company, you need a share sale agreement.

Contents

  • Agreement for sale
  • Purchase price and how made up
  • New shares to be issued by buyer
  • The retention against warranty or other claims
  • Additional price to be paid for performance over target
  • Completion of the deal and delivery of documents
  • Warranties applicability
  • The warranties
  • Trustees limited Warranties
  • Restrictive agreement to prevent sellers from competing afresh
  • Sellers protection provisions
  • Guarantee provisions
  • Buyer acknowledgement of inspection
  • Various legal provisions usual in a document of this type
Draftsman

This document was written by a solicitor for Net Lawman. It complies with current New Zealand law.

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