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Stock Repurchase Agreement Template for New Zealand

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Key Requirements PROMPT example:

Stock Repurchase Agreement

"I need a Stock Repurchase Agreement under New Zealand law for our private technology company to buy back 10,000 shares from a retiring founder-shareholder, with completion planned for March 2025 and payment to be made in three installments."

Document background
The Stock Repurchase Agreement is a crucial document used when a New Zealand company decides to buy back its own shares from existing shareholders. This transaction type is governed primarily by the Companies Act 1993 and must comply with specific requirements including board approval, solvency testing, and fair dealing provisions. The agreement is commonly used for various corporate purposes such as returning excess capital to shareholders, adjusting capital structure, or facilitating exit arrangements. It contains essential provisions addressing purchase price, payment mechanisms, representations and warranties, and completion procedures, while ensuring compliance with New Zealand's regulatory framework. The document is particularly important for both private and public companies implementing share buyback programs or managing shareholder exits.
Suggested Sections

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

2. Background: Context of the agreement, including company details, current shareholding, and reason for repurchase

3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation

4. Agreement to Sell and Purchase: Core terms of the share repurchase, including number of shares and purchase price

5. Purchase Price and Payment: Details of consideration, payment method, and timing

6. Conditions Precedent: Requirements that must be met before the repurchase can proceed, including board approval and solvency test

7. Completion: Process and requirements for closing the transaction

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

9. Company's Representations and Warranties: Confirmations regarding corporate authority, solvency, and compliance with law

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

11. Notices: Process for formal communications between parties

12. General Provisions: Standard contractual terms including governing law, amendments, and entire agreement

Optional Sections

1. Tax Provisions: Specific provisions dealing with tax treatment and obligations, used when tax implications are significant

2. Market Disclosure: Required for listed companies, dealing with NZX announcements and other market disclosures

3. Minority Shareholder Rights: Used when the repurchase affects minority shareholder interests

4. Regulatory Compliance: Additional provisions for compliance with specific regulatory requirements, if applicable

5. Multiple Sellers Provisions: Coordination and allocation provisions when multiple shareholders are selling

6. Security Interest Provisions: Used when shares are subject to existing security interests that need to be released

Suggested Schedules

1. Schedule 1: Share Details: Detailed description of shares being repurchased, including share numbers, classes, and certificates

2. Schedule 2: Form of Transfer: Template share transfer form to be used for the transaction

3. Schedule 3: Board Resolutions: Copy of or requirements for board resolutions approving the repurchase

4. Schedule 4: Solvency Certificate: Form of directors' certificate confirming company solvency post-repurchase

5. Schedule 5: Completion Checklist: List of actions and documents required for completion

6. Appendix A: Disclosure Information: Required disclosures under Companies Act and other applicable legislation

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

Technology

Manufacturing

Professional Services

Retail

Real Estate

Mining and Resources

Healthcare

Agriculture

Telecommunications

Relevant Teams

Legal

Finance

Corporate Governance

Treasury

Compliance

Board of Directors

Company Secretariat

Shareholder Relations

Corporate Affairs

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

General Counsel

Legal Counsel

Corporate Lawyer

Finance Director

Board Director

Compliance Officer

Corporate Governance Manager

Financial Controller

Treasury Manager

Company Director

Shareholder Relations 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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