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Equity Buyout Agreement
"I need an Equity Buyout Agreement for the purchase of 100% shares in a Canadian technology startup, with an earnout provision based on revenue targets for 2025 and special provisions for retaining key development team members."
1. Parties: Identification of the selling shareholder(s) and purchasing party(ies), including full legal names and addresses
2. Background: Context of the transaction, description of the company, and current shareholding structure
3. Definitions: Defined terms used throughout the agreement
4. Sale and Purchase of Shares: Core transaction terms including number of shares, class of shares, and percentage of ownership being transferred
5. Purchase Price: Detailed breakdown of the purchase price, payment terms, and any adjustments
6. Closing: Closing date, conditions precedent, and closing deliverables
7. Representations and Warranties: Statements of fact and assurances from both seller and purchaser
8. Covenants: Ongoing obligations of the parties before and after closing
9. Indemnification: Protection mechanisms and liability allocation between parties
10. Confidentiality: Obligations regarding confidential information and announcement of the transaction
11. Governing Law: Specification of Canadian law as governing law and jurisdiction
12. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Non-Competition and Non-Solicitation: Restrictions on seller's future business activities, used when seller is exiting completely
2. Earnout Provisions: Structure for additional payments based on future performance, used when purchase price includes contingent payments
3. Employee Matters: Provisions dealing with key employees and management, used when transaction affects employment arrangements
4. Tax Matters: Specific tax structuring and allocations, used for complex tax situations
5. Transition Services: Terms for seller's continued involvement post-closing, used when seller's expertise is needed during transition
6. Regulatory Approval: Process for obtaining required regulatory approvals, used when transaction size triggers regulatory review
7. Financing Contingency: Conditions related to purchaser's financing, used when purchase depends on third-party financing
1. Schedule A - Share Certificate Details: List of share certificates being transferred, including certificate numbers and share classes
2. Schedule B - Purchase Price Calculation: Detailed calculation of purchase price, including any adjustments
3. Schedule C - Company Financial Statements: Recent financial statements of the company
4. Schedule D - Encumbrances: List of any liens, charges, or encumbrances on the shares
5. Schedule E - Required Consents: List of third-party consents required for the transaction
6. Schedule F - Disclosure Schedule: Exceptions to representations and warranties
7. Schedule G - Closing Deliverables: Detailed list of documents required at closing
8. Appendix 1 - Form of Resignation: Template for resignation letters of selling directors/officers
9. Appendix 2 - Form of Release: Template for mutual releases
10. Appendix 3 - Transfer Documents: Forms required for share transfer registration
Authors
Technology
Manufacturing
Professional Services
Retail
Healthcare
Real Estate
Financial Services
Energy
Transportation
Agriculture
Mining
Construction
Telecommunications
Media and Entertainment
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Executive Leadership
Board of Directors
Treasury
Corporate Governance
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Investment Banker
Private Equity Manager
Mergers & Acquisitions Director
Corporate Secretary
Business Development Director
Tax Director
Compliance Officer
General Counsel
Board Member
Managing Director
Finance Director
Corporate Development Manager
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