The Share Buyback Agreement is a crucial document used when a company decides to repurchase its outstanding shares from existing shareholders. This agreement, commonly used in the United States, must comply with SEC regulations, state corporate laws, and stock exchange rules. It's typically employed for capital structure optimization, returning excess cash to shareholders, or managing shareholder exits. The agreement details the purchase price, number of shares, closing conditions, and includes necessary representations and warranties to protect both parties. Key considerations include compliance with Rule 10b-18 safe harbor provisions and state-specific corporate requirements.
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1. Parties: Identification of the company and selling shareholders
2. Background/Recitals: Context of the share buyback and basic transaction structure
3. Definitions: Key terms used throughout the agreement
4. Purchase and Sale: Core transaction terms including number of shares, price, and payment terms
5. Closing: Timing and mechanics of the transaction closing
6. Representations and Warranties: Standard statements by both parties regarding authority, ownership, and compliance
7. Covenants: Ongoing obligations of the parties
1. Conditions Precedent: Conditions that must be met before closing - used for complex transactions or when regulatory approvals are needed
2. Post-Closing Adjustments: Mechanism for price adjustments after closing - used when price depends on future calculations or events
3. Tax Matters: Specific tax treatment and obligations - used when tax implications are significant or complex
4. Survival and Indemnification: Duration of representations and warranties and indemnification obligations - used in larger transactions or where significant risks exist
1. Schedule of Shareholders: Details of selling shareholders and their holdings
2. Share Certificate Details: List of share certificates to be transferred
3. Required Consents: List of third-party consents needed
4. Calculation Method: Detailed methodology for share price calculation
5. Form of Transfer Instruments: Template documents for share transfer
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