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Founder Repurchase Agreement
"I need a Founder Repurchase Agreement for an immediate buyout of a departing founder's 15% shareholding in our technology company, with full cash payment at closing planned for March 2025."
1. Parties: Identification of the company and the founder(s) selling their shares
2. Background: Context of the agreement, including founder's role and reason for repurchase
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase of Shares: Core terms of the share transfer, including number of shares and price
5. Purchase Price and Payment: Details of the purchase price calculation and payment mechanics
6. Closing: Timing and mechanics of the closing process
7. Conditions Precedent: Conditions that must be met before the repurchase can proceed
8. Representations and Warranties of the Founder: Founder's confirmations regarding share ownership, authority to sell, etc.
9. Representations and Warranties of the Company: Company's confirmations regarding authority, compliance, etc.
10. Covenants: Ongoing obligations of the parties
11. Termination: Circumstances under which the agreement can be terminated
12. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, etc.
1. Installment Payment Terms: Used when the purchase price will be paid in installments rather than as a lump sum
2. Security Arrangements: Required when security is provided for deferred payments
3. Non-Competition and Non-Solicitation: Include when the founder is required to agree to post-sale restrictions
4. Tax Matters: Detailed tax provisions when complex tax implications need to be addressed
5. Employment Termination: Include when the repurchase is connected to employment termination
6. Dispute Resolution: Specific dispute resolution procedures beyond standard court proceedings
7. Release: Mutual release of claims when there's a concurrent separation from the business
8. Confidentiality: Detailed confidentiality provisions beyond standard terms
1. Schedule A - Share Details: Detailed description of shares being repurchased, including share certificates
2. Schedule B - Purchase Price Calculation: Formula or method for calculating the purchase price
3. Schedule C - Closing Deliverables: List of documents and items to be delivered at closing
4. Schedule D - Form of Resignation: Form of resignation from director/officer positions if applicable
5. Schedule E - Security Documentation: Forms of security documents if installment payments are involved
6. Appendix 1 - Board Resolutions: Company resolutions approving the repurchase
7. Appendix 2 - Share Certificates: Copies of relevant share certificates
8. Appendix 3 - Payment Schedule: If installment payments are involved, detailed payment schedule
Authors
Technology
Software
E-commerce
Manufacturing
Professional Services
Healthcare
Financial Services
Retail
Media and Entertainment
Consumer Products
Biotechnology
Clean Technology
Real Estate
Education Technology
Legal
Finance
Corporate Development
Executive Leadership
Board of Directors
Human Resources
Corporate Governance
Treasury
Tax
Compliance
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Board Director
Founder
Co-Founder
Chief Legal Officer
Corporate Development Manager
Finance Director
Managing Director
Company Secretary
HR Director
Chief Operating Officer
Vice President of Legal Affairs
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