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Share Buyback Agreement Template for United States

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Key Requirements PROMPT example:

Share Buyback Agreement

"I need a Share Buyback Agreement for my private tech company to repurchase 15% of outstanding shares from three departing founders, with closing planned for March 2025 and payment to be made in three installments."

Document background
The Share Buyback Agreement is a crucial document used when a company decides to repurchase its outstanding shares from existing shareholders. This agreement, commonly used in the United States, must comply with SEC regulations, state corporate laws, and stock exchange rules. It's typically employed for capital structure optimization, returning excess cash to shareholders, or managing shareholder exits. The agreement details the purchase price, number of shares, closing conditions, and includes necessary representations and warranties to protect both parties. Key considerations include compliance with Rule 10b-18 safe harbor provisions and state-specific corporate requirements.
Suggested Sections

1. Parties: Identification of the company and selling shareholders

2. Background/Recitals: Context of the share buyback and basic transaction structure

3. Definitions: Key terms used throughout the agreement

4. Purchase and Sale: Core transaction terms including number of shares, price, and payment terms

5. Closing: Timing and mechanics of the transaction closing

6. Representations and Warranties: Standard statements by both parties regarding authority, ownership, and compliance

7. Covenants: Ongoing obligations of the parties

Optional Sections

1. Conditions Precedent: Conditions that must be met before closing - used for complex transactions or when regulatory approvals are needed

2. Post-Closing Adjustments: Mechanism for price adjustments after closing - used when price depends on future calculations or events

3. Tax Matters: Specific tax treatment and obligations - used when tax implications are significant or complex

4. Survival and Indemnification: Duration of representations and warranties and indemnification obligations - used in larger transactions or where significant risks exist

Suggested Schedules

1. Schedule of Shareholders: Details of selling shareholders and their holdings

2. Share Certificate Details: List of share certificates to be transferred

3. Required Consents: List of third-party consents needed

4. Calculation Method: Detailed methodology for share price calculation

5. Form of Transfer Instruments: Template documents for share transfer

Authors

Alex Denne

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

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Industries

Securities Exchange Act of 1934: Key federal legislation governing securities trading, including Sections 13(e) and 14(e) which regulate share repurchases and tender offers

SEC Rule 10b-18: Provides safe harbor provisions for company share repurchases, including timing, pricing, and volume restrictions

SEC Rule 10b-5: Anti-fraud provisions preventing manipulative or deceptive practices in securities trading

Securities Act of 1933: Fundamental federal securities law requiring registration of securities offerings and anti-fraud provisions

Sarbanes-Oxley Act of 2002: Corporate governance and financial disclosure requirements for public companies

State Corporate Laws: State-specific legislation (e.g., Delaware General Corporation Law) governing corporate actions including share repurchases

Blue Sky Laws: State-specific securities laws regulating the offering and sale of securities to protect investors

Stock Exchange Requirements: NYSE or NASDAQ listing requirements and regulations regarding share repurchases

Federal Reserve Regulations: Requirements regarding capital adequacy and financial stability for share repurchases

GAAP Requirements: Accounting standards and disclosure requirements for share repurchase transactions

Internal Revenue Code: Tax implications and requirements for both the company and selling shareholders in share buyback transactions

Creditor Rights: Uniform Commercial Code and existing loan agreement provisions affecting share repurchases

ERISA: Requirements regarding employee benefit plans and their involvement in share repurchase programs

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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