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Shareholder Buyout Agreement
"I need a Shareholder Buyout Agreement for my technology company where I'm selling all my shares (45% shareholding) to the remaining two shareholders for AUD 2.5 million, with completion planned for March 2025."
1. Parties: Identification of the selling shareholder(s), purchasing shareholder(s) or company, and the company whose shares are being transferred
2. Background: Context of the agreement, including current shareholding structure and reason for the buyout
3. Definitions: Defined terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price, and basic payment terms
5. Purchase Price and Payment: Detailed payment provisions, including payment method and timing
6. Completion: Requirements and mechanics for completing the transfer, including timing and location
7. Seller's Warranties: Warranties regarding share ownership, authority to sell, and company status
8. Buyer's Warranties: Warranties regarding authority and capacity to purchase and pay
9. Pre-Completion Obligations: Obligations of parties between signing and completion
10. Confidentiality: Provisions regarding confidential information and announcements
11. Releases: Mutual releases from claims and ongoing obligations
12. General Provisions: Standard boilerplate clauses including notices, governing law, and dispute resolution
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Continuing Obligations: Required when the selling shareholder remains involved in the business
3. Non-Compete Provisions: Included when restrictions on the seller's future business activities are needed
4. Employee Matters: Necessary when the selling shareholder is also an employee/director
5. Intellectual Property Rights: Required when IP ownership or licenses need to be addressed
6. Tax Indemnities: Used when specific tax arrangements or indemnities are required
7. Staged Completion: Included for transactions occurring in multiple stages
8. Security for Payment: Required when payment security arrangements are needed
1. Share Details: Details of shares being transferred including share certificate numbers and class
2. Purchase Price Calculation: Detailed calculation methodology for the purchase price
3. Completion Requirements: Checklist of documents and actions required for completion
4. Company Information: Key details about the company including assets, liabilities, and contracts
5. Encumbrances: List of any existing encumbrances on the shares
6. Related Party Agreements: List of agreements between the company and selling shareholder
7. Outstanding Claims: Schedule of any pending claims or litigation
8. Form of Transfer Instruments: Pro-forma share transfer forms and other required documentation
Authors
Professional Services
Technology
Manufacturing
Retail
Healthcare
Financial Services
Real Estate
Construction
Mining
Agriculture
Transportation
Hospitality
Education
Media and Entertainment
Legal
Finance
Corporate Governance
Executive Leadership
Board of Directors
Company Secretariat
Risk and Compliance
Corporate Advisory
Investment
Shareholder Relations
Chief Executive Officer
Managing Director
Company Director
Company Secretary
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Financial Controller
Business Development Manager
Risk Manager
Compliance Officer
Investment Manager
Corporate Advisory Manager
Shareholder Relations Manager
Board Member
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