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Share Redemption Agreement
"Need a Share Redemption Agreement under German law for our GmbH to buy back 15% shareholding from a retiring founding member, with payment to be made in three installments over 2025, incorporating non-compete provisions."
1. Parties: Identification of the company and the selling shareholder(s)
2. Background: Context of the share redemption, including company details and reason for redemption
3. Definitions: Definitions of key terms used throughout the agreement
4. Subject Matter of Redemption: Details of shares being redeemed, including number, class, and nominal value
5. Purchase Price: Redemption price per share and total consideration
6. Payment Terms: Method, timing, and conditions of payment
7. Closing Conditions: Prerequisites for completion of the redemption
8. Closing Actions: Actions required at completion, including share transfer documentation
9. Representations and Warranties: Statements of fact by both parties regarding their capacity and the shares
10. Tax Matters: Treatment of taxes arising from the redemption
11. Confidentiality: Obligations regarding confidential information
12. Notices: Process for formal communications between parties
13. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction
14. General Provisions: Standard boilerplate clauses including severability and amendments
1. Shareholder Approval: Required if shareholder approval is needed under articles of association
2. Regulatory Compliance: For listed companies or when regulatory approvals are required
3. Non-Competition: When selling shareholder has been involved in management
4. Installment Payments: When purchase price is to be paid in installments
5. Security Arrangements: When security is provided for deferred payments
6. Third Party Rights: When shares are subject to pledges or other encumbrances
7. Employee Matters: When selling shareholder is also an employee
8. Post-Closing Covenants: For ongoing obligations after completion
1. Share Details: Detailed description of shares being redeemed
2. Calculation of Purchase Price: Methodology and calculations for determining redemption price
3. Corporate Authorizations: Copies of board and shareholder resolutions
4. Form of Transfer Documentation: Template share transfer forms and notifications
5. Company Extract: Recent commercial register extract (Handelsregisterauszug)
6. Closing Checklist: List of documents and actions required for completion
7. Tax Clearance: Required tax clearance certificates or documentation
8. Existing Shareholder Rights: Summary of any pre-emption or other shareholder rights
Authors
Financial Services
Technology
Manufacturing
Professional Services
Real Estate
Healthcare
Retail
Energy
Transportation
Construction
Media and Entertainment
Telecommunications
Private Equity
Venture Capital
Family Businesses
Legal
Finance
Corporate Secretariat
Treasury
Tax
Compliance
Corporate Governance
Mergers & Acquisitions
Investor Relations
Executive Management
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Legal Director
Finance Director
M&A Director
Treasury Manager
Tax Director
Compliance Officer
Board Member
Managing Director
Corporate Governance Officer
Shareholder Relations Manager
Investment Manager
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