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Share Buyback Agreement
"I need a Share Buyback Agreement for our private UAE mainland company to repurchase shares from a departing senior executive, with completion planned for March 2025 and payment to be made in three instalments."
1. Parties: Identification of the Company and the Selling Shareholder(s)
2. Background: Context of the share buyback, including company details, existing shareholding structure, and purpose of the buyback
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core terms of the buyback including number of shares, purchase price, and payment terms
5. Conditions Precedent: Prerequisites that must be satisfied before the buyback can complete
6. Completion: Mechanics and timing of the transfer, including actions required at completion
7. Seller's Warranties: Representations and warranties from the selling shareholder regarding ownership, authority to sell, and share status
8. Company's Warranties: Representations and warranties from the company regarding authority, compliance, and financial capacity
9. Tax Provisions: Allocation of tax liabilities and responsibilities
10. Confidentiality: Obligations regarding confidential information and announcements
11. Notices: Process for formal communications between parties
12. General Provisions: Standard legal provisions including governing law, jurisdiction, and entire agreement
1. Regulatory Compliance: Required for listed companies or when SCA approval is needed
2. Post-Completion Obligations: Include when there are ongoing obligations after the buyback
3. Share Valuation Mechanism: Include when price is to be determined by a specific formula or valuation process
4. Shareholder Approval Process: Required when specific shareholder approvals are needed beyond board approval
5. Free Zone Requirements: Include when company is registered in a UAE free zone
6. Anti-dilution Provisions: Include when protecting remaining shareholders' interests
7. Tag-along Rights: Include when other shareholders have rights to participate in the buyback
1. Share Details: Details of shares being bought back including share certificates and class rights
2. Completion Requirements: Detailed list of documents and actions required at completion
3. Form of Transfer Instruments: Template share transfer forms and other required documentation
4. Corporate Approvals: Copies of required board and shareholder resolutions
5. Valuation Report: Independent valuation report if required
6. Regulatory Approvals: Copies of required regulatory approvals and correspondence
7. Payment Details: Bank account and payment mechanism details
Authors
Financial Services
Real Estate
Technology
Manufacturing
Retail
Healthcare
Professional Services
Energy
Transportation
Telecommunications
Construction
Hospitality
Legal
Finance
Corporate Secretariat
Compliance
Treasury
Investor Relations
Corporate Development
Risk Management
Board Secretariat
Corporate Communications
Chief Executive Officer
Chief Financial Officer
Legal Director
Corporate Secretary
Finance Manager
Legal Counsel
Compliance Officer
Corporate Governance Officer
Treasury Manager
Investor Relations Director
Board Member
Company Director
Financial Controller
Risk Manager
Corporate Development Manager
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