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Restricted Share Purchase Agreement

Restricted Share Purchase Agreement Template for South Africa

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Key Requirements PROMPT example:

Restricted Share Purchase Agreement

"I need a Restricted Share Purchase Agreement for our employee share scheme, where we're selling 1000 restricted shares to senior management with a 3-year lock-in period starting March 2025, including tag-along rights and B-BBEE compliance provisions."

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Document background
The Restricted Share Purchase Agreement is a specialized legal instrument used in South African corporate transactions where shares are transferred subject to specific restrictions on their subsequent sale or transfer. This document is commonly used in employee share schemes, B-BBEE transactions, or strategic corporate arrangements where the company wishes to maintain control over share ownership and transfer. The agreement must comply with South African corporate law, particularly the Companies Act 71 of 2008 and Financial Markets Act 19 of 2012, while addressing specific requirements for restricted securities. It typically includes comprehensive provisions for share transfer mechanics, restriction periods, voting rights, dividend entitlements, and regulatory compliance. The document is particularly relevant for private companies implementing employee retention schemes or companies structuring strategic investments with lock-in periods.
Suggested Sections

1. Parties: Identification of the Seller, Purchaser and Company

2. Background: Context of the transaction, including details of the Company and reason for the share sale

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

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

5. Conditions Precedent: Any conditions that must be met before the agreement becomes effective

6. Completion: Process and requirements for completing the share transfer

7. Share Restrictions: Details of restrictions on the shares, including transfer limitations and duration

8. Representations and Warranties: Standard warranties from both parties regarding capacity, authority, and share ownership

9. Regulatory Compliance: Compliance with South African laws including Companies Act and Financial Markets Act

10. Confidentiality: Provisions regarding confidential information and announcement restrictions

11. Breach and Termination: Consequences of breach and termination rights

12. General Provisions: Standard boilerplate clauses including notices, governing law, and jurisdiction

Optional Sections

1. Tag-Along Rights: Optional protection for minority shareholders, include if multiple shareholders exist

2. Drag-Along Rights: Optional mechanism for forcing minority shareholders to join in a sale, include if appropriate

3. B-BBEE Provisions: Include if the transaction affects B-BBEE status or compliance

4. Employee Matters: Include if shares are part of employee scheme or affect employment terms

5. Put and Call Options: Include if parties agree to future purchase/sale rights

6. Management Provisions: Include if the share purchase includes management rights or board representation

7. Competition Compliance: Include if transaction requires competition authority approval

8. Exchange Control: Include if transaction involves non-South African parties

Suggested Schedules

1. Share Details: Details of shares including class, rights, and restrictions

2. Purchase Price Calculation: Detailed methodology for calculating the purchase price

3. Completion Requirements: Detailed list of documents and actions required for completion

4. Warranties: Detailed warranties given by the parties

5. Company Information: Key company details including shareholding structure and financial information

6. Regulatory Approvals: List of required regulatory approvals and status

7. Transfer Forms: Pro forma share transfer documentation

8. Board Resolutions: Pro forma board resolutions approving the transfer

Authors

Alex Denne

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

alex.den.21@genieai.co
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Relevant Industries

Financial Services

Mining

Technology

Manufacturing

Retail

Professional Services

Healthcare

Telecommunications

Energy

Real Estate

Agriculture

Construction

Education

Transportation

Relevant Teams

Legal

Finance

Compliance

Corporate Secretariat

Human Resources

Executive Management

Investment

Risk Management

Corporate Development

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Financial Director

Head of Compliance

Investment Manager

HR Director

Corporate Finance Manager

Board Director

Managing Director

Equity Partner

Corporate Transaction Manager

Compliance Officer

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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