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The Equity Repurchase Agreement is a crucial document used in Indian corporate transactions when a company intends to buy back its shares from existing shareholders. This document becomes necessary in various scenarios including capital structure optimization, excess cash utilization, increasing promoter shareholding, or providing exit options to investors. The agreement must strictly comply with Section 68 of the Companies Act, 2013, which sets out the regulatory framework for share buybacks in India. For listed companies, additional compliance with SEBI (Buy-back of Securities) Regulations, 2018 is mandatory. The document typically includes detailed provisions on pricing methodology, payment terms, conditions precedent, regulatory compliance requirements, and tax considerations. It's particularly important in private companies where standard market mechanisms for share transfers are not available.

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

2. Background: Context of the share repurchase, including corporate authorizations and compliance with Section 68 of Companies Act

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

4. Agreement to Sell and Purchase: Core transaction terms including number of shares, price per share, and aggregate consideration

5. Conditions Precedent: Prerequisites for completion including corporate approvals, regulatory clearances, and third-party consents

6. Completion Mechanics: Process for executing the repurchase including timing, location, and actions required from each party

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

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

9. Tax Provisions: Allocation of tax liabilities and responsibilities for tax filings

10. Confidentiality: Obligations to maintain confidentiality of the transaction and related information

11. Notices: Process and contact details for formal communications between parties

12. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes