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The Stock Buy Back Agreement is a crucial document used when a German company decides to repurchase its own shares from existing shareholders, a transaction strictly regulated under German corporate law. This agreement is typically utilized for various corporate purposes including capital structure optimization, excess cash deployment, or shareholder value enhancement. The document must comply with the German Stock Corporation Act (Aktiengesetz), particularly the 10% limitation on treasury shares and other regulatory requirements. It contains detailed provisions on purchase price determination, transfer mechanics, warranties, and regulatory compliance, while also addressing tax implications and necessary corporate approvals. The agreement is essential for both listed and private companies engaging in share buybacks, requiring careful consideration of corporate law, securities regulations, and stock exchange rules where applicable.

1. Parties: Identification of the company and the selling shareholder(s)

2. Background: Context of the buyback, corporate approvals obtained, and reference to relevant shareholder resolutions

3. Definitions: Key terms used throughout the agreement, including Share Capital, Purchase Price, Completion Date, etc.

4. Sale and Purchase: Core transaction terms including number of shares, purchase price, and payment mechanics

5. Regulatory Compliance: Confirmation of compliance with German Stock Corporation Act requirements, particularly Section 71 AktG

6. Conditions Precedent: Required conditions before completion, including regulatory approvals and corporate authorizations

7. Completion Mechanics: Process and timing for executing the transfer, including payment and share transfer procedures

8. Seller's Warranties: Representations regarding share ownership, authority to sell, and absence of encumbrances

9. Company's Warranties: Representations regarding corporate authority, compliance with laws, and financial capacity

10. Tax Provisions: Treatment of taxes arising from the transaction and related indemnities

11. Confidentiality: Obligations regarding transaction confidentiality and permitted disclosures

12. Notices: Process and requirements for formal communications between parties

13. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction for disputes