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Stock Buyback Agreement Template for New Zealand

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Key Requirements PROMPT example:

Stock Buyback Agreement

"Need a Stock Buyback Agreement for my private New Zealand tech company to repurchase 10,000 shares from a departing founder at NZD 2.50 per share, with completion scheduled for March 2025."

Document background
The Stock Buyback Agreement is a crucial document used when a company wishes to repurchase its own shares from existing shareholders in New Zealand. This document is essential for companies implementing share buyback programs, whether for capital management, shareholder value enhancement, or corporate restructuring purposes. The agreement must comply with the Companies Act 1993, which requires specific procedures including directors' solvency certificates and, in some cases, shareholder approval. It's commonly used by both private and public companies, though listed companies must also comply with additional NZX requirements. The document typically includes detailed provisions on share valuation, payment terms, completion procedures, and tax implications, while ensuring protection for both the company and selling shareholders.
Suggested Sections

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

2. Background: Context of the buyback, including company details, existing shareholding structure, and purpose of the buyback

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Agreement to Sell and Purchase: Core terms of the share buyback, including number of shares, price, and basic mechanics

5. Purchase Price and Payment: Detailed terms of consideration and payment mechanics

6. Conditions Precedent: Required conditions to be satisfied before the buyback can proceed, including board/shareholder approvals and solvency test

7. Completion: Process and requirements for completing the buyback transaction

8. Representations and Warranties: Standard warranties from both parties, including title to shares and authority to enter agreement

9. Tax Matters: Treatment of tax implications and responsibilities

10. Confidentiality: Obligations regarding confidential information

11. General Provisions: Standard boilerplate clauses including notices, amendments, governing law

Optional Sections

1. Regulatory Compliance: For listed companies or where specific regulatory requirements apply

2. Multiple Shareholders: Additional provisions when multiple shareholders are selling shares

3. Security Interest Provisions: Where shares are subject to existing security interests

4. Drag-Along Rights: Where minority shareholders must be included in the buyback

5. Employee Shareholder Provisions: Special provisions for buyback of shares from employee shareholders

6. Market Announcement Requirements: For listed companies requiring specific announcements

7. Escrow Arrangements: Where payment or shares need to be held in escrow

Suggested Schedules

1. Share Details: Schedule detailing the shares being bought back, including share numbers, classes, and certificates

2. Form of Share Transfer: Standard form for transferring the shares back to the company

3. Board Resolution: Pro forma board resolution approving the buyback

4. Shareholder Resolution: Pro forma special resolution of shareholders (if required)

5. Solvency Certificate: Pro forma directors' certificate confirming company solvency

6. Completion Checklist: List of actions and documents required for completion

7. Regulatory Filings: Forms and notices required for Companies Office and other regulators

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions














































Clauses






























Relevant Industries

Financial Services

Investment Banking

Private Equity

Listed Companies

Family Businesses

Professional Services

Technology

Manufacturing

Retail

Real Estate

Mining and Resources

Healthcare

Agriculture

Relevant Teams

Legal

Finance

Corporate Secretariat

Treasury

Tax

Compliance

Corporate Development

Investor Relations

Board Secretariat

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

General Counsel

Legal Counsel

Corporate Lawyer

Finance Director

Treasury Manager

Board Director

Company Director

Corporate Secretary

Shareholder Relations Manager

Investment Manager

Corporate Finance Manager

Compliance Officer

Tax Manager

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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