A Stock Repurchase Agreement is used when a company wishes to buy back its own shares from existing shareholders, often in situations such as employee departures, capital restructuring, or strategic corporate actions. Under English and Welsh law, such agreements must carefully navigate the requirements of the Companies Act 2006, particularly regarding maintaining capital adequacy and obtaining necessary corporate approvals. The agreement typically includes details of the shares being repurchased, purchase price, payment terms, completion mechanics, and various warranties and representations from both parties.
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1. Parties: Identification of the company and selling shareholders
2. Background: Context of the repurchase and corporate authority
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core terms of the share repurchase
5. Purchase Price: Amount and payment terms
6. Completion: Mechanics and timing of the transaction
7. Warranties: Standard representations from both parties
8. Termination: Circumstances allowing agreement termination
1. Conditions Precedent: Used when completion is subject to specific conditions such as regulatory approval or other requirements
2. Tax Indemnity: Specific tax-related protections and indemnities for complex tax implications
3. Non-Competition: Restrictions on seller's future activities, particularly relevant when seller is a key employee or competitor
1. Share Details: Details of shares being repurchased including class, number and nominal value
2. Completion Requirements: List of documents and actions required at completion
3. Warranties: Detailed warranties given by the parties
4. Board Minutes: Pro-forma board resolutions approving the repurchase
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