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The Equity Buyback Agreement is a crucial document used when a company wishes to repurchase its own shares from existing shareholders in Pakistan. This transaction type is governed by the Companies Act 2017, Securities Act 2015, and various SECP regulations, particularly the Listed Companies (Buy-Back of Shares) Regulations 2019 for listed companies. The agreement is commonly used for capital restructuring, excess cash utilization, or increasing earnings per share. It must address specific Pakistani regulatory requirements, including corporate authorizations, payment mechanisms, and necessary regulatory approvals. The document typically includes detailed provisions for share valuation, completion mechanics, and tax implications, while ensuring compliance with foreign exchange regulations if international parties are involved.

1. Parties: Identification of the company and selling shareholders, including their full legal names, registration details, and addresses

2. Background: Context of the buyback, including current shareholding structure and reason for the buyback

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

4. Sale and Purchase: Core transaction terms including number of shares, price per share, and total consideration

5. Completion: Details of the completion process, timing, and deliverables

6. Payment Terms: Structure and mechanism of payment, including any installment arrangements

7. Conditions Precedent: Prerequisites that must be satisfied before completion

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

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

10. Tax Matters: Allocation of tax liabilities and responsibilities

11. Confidentiality: Obligations regarding confidential information

12. Notices: Process for giving formal notices under the agreement

13. Governing Law and Jurisdiction: Specification of Pakistani law as governing law and jurisdiction for disputes

14. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments