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Share Buyback Agreement
"Need a Share Buyback Agreement for our ASX-listed technology company to repurchase 50,000 shares from our departing CEO at market value, with completion scheduled for March 2025 and including standard ASX compliance provisions."
1. Parties: Identifies the company purchasing its shares and the selling shareholder(s)
2. Background: Provides context about the company, the reasons for the buyback, and confirms the company's authority to conduct the buyback
3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets out interpretation principles
4. Agreement to Sell and Purchase: Core provision establishing the agreement to buy back the shares
5. Purchase Price: Specifies the agreed price per share and total consideration
6. Conditions Precedent: Lists required approvals and conditions that must be met before the buyback can proceed
7. Completion: Details the timing, location, and requirements for completing the buyback
8. Seller's Warranties: Warranties from the selling shareholder regarding ownership, capacity, and authority to sell
9. Company's Warranties: Warranties from the company regarding its authority and capacity to purchase
10. Confidentiality: Obligations regarding confidential information
11. Notices: Specifies how formal notices under the agreement must be given
12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Tax Provisions: Detailed tax treatment clauses, required when specific tax outcomes are intended or when foreign shareholders are involved
2. Foreign Investment Provisions: Required when the buyback involves foreign shareholders or FIRB considerations
3. ASX Compliance: Required for listed companies, addressing compliance with ASX Listing Rules
4. Multiple Shareholders: Additional provisions required when multiple shareholders are selling different quantities of shares
5. Regulatory Compliance: Specific provisions addressing unique regulatory requirements, such as ASIC relief or specific industry regulations
6. Employee Share Scheme Provisions: Required when the buyback involves shares issued under an employee share scheme
1. Details of Shares: Schedule listing the specific shares being bought back, including share certificate numbers and shareholding history
2. Completion Requirements: Detailed checklist of documents and actions required for completion
3. Corporate Documents: Copies of relevant board resolutions, shareholder approvals, and other corporate authorizations
4. Calculation of Purchase Price: If applicable, detailed methodology for calculating the purchase price
5. Required Notices and Forms: Templates of ASIC forms, ASX notices, and other required regulatory notifications
6. Transfer Documents: Share transfer forms and other documentation required to effect the transfer
Authors
Financial Services
Mining and Resources
Technology
Retail
Manufacturing
Professional Services
Healthcare
Real Estate
Telecommunications
Energy
Consumer Goods
Agriculture
Legal
Finance
Corporate Secretariat
Treasury
Compliance
Risk Management
Corporate Development
Investor Relations
Board of Directors
Corporate Governance
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Finance Manager
Financial Controller
Board Director
Compliance Officer
Treasury Manager
Corporate Development Manager
Investor Relations Manager
Risk Manager
Company Director
Share Registry Officer
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