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Equity Buyback Agreement
"I need an Equity Buyback Agreement for our Philippine tech startup to repurchase 15% of shares from a departing co-founder, with payment to be made in three installments over 2025, and including non-compete provisions."
1. Parties: Identification of the selling shareholder(s) and the company purchasing the shares
2. Background: Context of the agreement, including current shareholding structure and reason for buyback
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core terms of the share transfer, including number of shares, price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before the buyback can proceed
6. Completion: Details of the completion process, timing, and actions required by each party
7. Representations and Warranties: Standard and specific warranties from both seller and company
8. Tax Matters: Allocation of responsibility for taxes arising from the transaction
9. Confidentiality: Obligations regarding confidential information
10. Notices: Process for giving formal notices under the agreement
11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.
12. Execution: Signature blocks and execution formalities
1. Regulatory Compliance: Required when the buyback needs specific regulatory approvals or notifications
2. Foreign Ownership Provisions: Required when involving foreign shareholders and compliance with Philippine foreign ownership restrictions
3. Security Interest: Required when there are existing charges or liens on the shares
4. Installment Payments: Required when the purchase price is to be paid in installments
5. Tag-Along Rights: Required when other shareholders have pre-existing tag-along rights that need to be addressed
6. Non-Competition: Required when the selling shareholder needs to be restricted from competing post-sale
7. Continuing Obligations: Required when the seller retains other roles in the company (e.g., director, employee)
1. Share Details: Details of the shares being purchased, including share certificates numbers and class of shares
2. Purchase Price Calculation: Detailed calculation of the purchase price, including any adjustments
3. Completion Requirements: Checklist of documents and actions required for completion
4. Corporate Approvals: Copies of relevant board and shareholder resolutions
5. Existing Encumbrances: List of any existing encumbrances on the shares
6. Required Regulatory Approvals: List of required regulatory approvals and their status
7. Form of Transfer Instruments: Template forms for share transfer documents
Authors
Financial Services
Technology
Manufacturing
Real Estate
Retail
Professional Services
Healthcare
Energy
Telecommunications
Consumer Goods
Agriculture
Mining
Construction
Transportation
Education
Legal
Finance
Corporate Secretariat
Treasury
Tax
Compliance
Risk Management
Corporate Governance
Investor Relations
Board Secretariat
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Compliance Officer
Finance Director
Treasury Manager
Corporate Governance Officer
Board Director
Company Secretary
Financial Controller
Tax Manager
Risk Manager
Investment Relations Officer
Shareholder Relations Manager
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