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Stock Buyback Agreement
"I need a Stock Buyback Agreement under Pakistani law for our listed technology company to repurchase 15% of its outstanding shares from multiple shareholders, including two foreign institutional investors, with completion planned for March 2025."
1. Parties: Identification of the company conducting the buyback and the selling shareholders
2. Background: Context of the buyback, including company details and reason for the share buyback
3. Definitions: Definitions of key terms used throughout the agreement
4. Buyback Terms: Details of the shares to be bought back, including number, class, and price per share
5. Conditions Precedent: Conditions that must be satisfied before the buyback can proceed, including regulatory approvals
6. Representations and Warranties: Statements of fact and assurances from both parties regarding their capacity and authority
7. Completion Mechanics: Process and timeline for executing the buyback transaction
8. Payment Terms: Details of payment method, timing, and any escrow arrangements
9. Tax Provisions: Allocation of responsibility for tax liabilities and required deductions
10. Regulatory Compliance: Commitments to comply with relevant laws and regulations
11. Confidentiality: Obligations regarding non-disclosure of transaction details
12. Governing Law and Jurisdiction: Specification of Pakistani law as governing law and jurisdiction for disputes
1. Foreign Exchange Provisions: Required when selling shareholders include non-residents of Pakistan
2. Stock Exchange Compliance: Required for listed companies, addressing PSX requirements
3. Competition Clearance: Required when buyback size triggers competition law thresholds
4. Shareholder Approval Process: Required when specific shareholder approval procedures need to be detailed
5. Employee Share Scheme Provisions: Required when buyback involves shares held under employee share schemes
6. Break Fee: Optional provisions for compensation if the transaction fails to complete
7. Dispute Resolution: Alternative dispute resolution procedures if preferred over court jurisdiction
1. Schedule 1 - Share Details: Detailed description of shares being bought back, including share certificates
2. Schedule 2 - Completion Requirements: Checklist of documents and actions required for completion
3. Schedule 3 - Form of Transfer Instrument: Template for share transfer documentation
4. Schedule 4 - Corporate Authorizations: Copies of board and shareholder resolutions
5. Schedule 5 - Regulatory Approvals: List and copies of required regulatory approvals
6. Appendix A - Calculation of Purchase Price: Detailed methodology for calculating the buyback price
7. Appendix B - Timeline: Detailed timeline for the buyback process and completion
Authors
Banking & Financial Services
Technology
Manufacturing
Real Estate
Energy
Telecommunications
Retail
Healthcare
Professional Services
Consumer Goods
Industrial
Mining & Resources
Legal
Finance
Corporate Affairs
Compliance
Treasury
Tax
Risk Management
Board Secretariat
Investor Relations
Corporate Communications
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Finance Director
Compliance Officer
Finance Manager
Treasury Manager
Corporate Affairs Manager
Board Director
Investment Relations Manager
Tax Manager
Risk Manager
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