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Stock Repurchase Agreement
"I need a Stock Repurchase Agreement for our ASX-listed technology company to buy back shares from a departing founding shareholder, with completion scheduled for March 2025, including specific provisions for the staged payment of the purchase price."
1. Parties: Identifies the company conducting the buy-back and the selling shareholder(s)
2. Background: Sets out the context of the share repurchase, including the company's capital structure and reason for the buy-back
3. Definitions and Interpretation: Defines key terms used in the agreement and establishes interpretation principles
4. Agreement to Sell and Purchase: Core provision establishing the basic agreement to repurchase shares
5. Purchase Price and Payment Terms: Specifies the agreed price per share and payment mechanisms
6. Conditions Precedent: Lists conditions that must be satisfied before the repurchase can proceed
7. Completion: Details the mechanics and timing of the share transfer and payment
8. Representations and Warranties: Standard warranties from both parties about their capacity and authority to enter the agreement
9. Seller's Warranties: Specific warranties about ownership and right to sell the shares
10. Company's Warranties and Representations: Warranties about corporate authority and compliance with laws
11. Confidentiality: Obligations to keep the transaction and its terms confidential
12. Notices: Specifies how formal notices under the agreement must be given
13. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and amendments
1. Regulatory Compliance: Required for listed companies or when specific regulatory approvals are needed
2. Tax Matters: Include when specific tax treatments or obligations need to be addressed
3. Multiple Sellers Provisions: Required when there are multiple selling shareholders
4. Security Interest Provisions: Include if the shares are subject to any security interests that need to be released
5. Foreign Investment Provisions: Required when the transaction involves foreign shareholders or FIRB considerations
6. Drag-Along/Tag-Along Rights: Include if the repurchase triggers or affects existing shareholder rights
7. Employee Share Scheme Provisions: Required if the shares being repurchased are part of an employee share scheme
1. Share Details: Schedule listing the specific shares being repurchased, including share certificate numbers and class of shares
2. Completion Requirements: Detailed checklist of documents and actions required for completion
3. Form of Transfer: Pro forma share transfer form to be used at completion
4. Calculation of Purchase Price: If the price involves any calculations or adjustments, these are detailed here
5. Required Regulatory Approvals: List of specific approvals required and their status
6. Existing Security Interests: Details of any security interests affecting the shares
7. Board Resolutions: Pro forma board resolutions required to approve the buy-back
Authors
Financial Services
Professional Services
Technology
Manufacturing
Mining and Resources
Retail
Healthcare
Real Estate
Telecommunications
Energy
Legal
Finance
Corporate Governance
Treasury
Compliance
Company Secretariat
Board of Directors
Corporate Advisory
Investor Relations
Risk Management
Chief Executive Officer
Chief Financial Officer
Company Secretary
Corporate Lawyer
Legal Counsel
Finance Director
Board Director
Corporate Governance Manager
Compliance Officer
Treasury Manager
Financial Controller
Investment Manager
Share Plan Administrator
Corporate Advisory Manager
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