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Share Buyout Agreement
"I need a Share Buyout Agreement for our South African technology company to repurchase 25% of its shares from a retiring founder, with completion planned for March 2025, including earn-out provisions based on the company's performance over the next two years."
1. Parties: Identification of the parties to the agreement, including the Company, the Seller(s), and any other relevant parties
2. Background: Context of the transaction, including current shareholding structure and reason for the buyout
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including number of shares being sold, purchase price, and payment terms
5. Conditions Precedent: Any conditions that must be met before the transaction becomes effective, including regulatory approvals
6. Purchase Price: Detailed provisions regarding the consideration, including payment method, timing, and any adjustments
7. Completion: Process and requirements for closing the transaction, including timing and delivery of documents
8. Seller Warranties: Representations and warranties given by the seller regarding the shares and the company
9. Company Warranties: Representations and warranties given by the company regarding its business and affairs
10. Tax Matters: Provisions dealing with tax implications and responsibilities
11. Confidentiality: Obligations regarding confidential information
12. Notices: Process and requirements for formal communications between parties
13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Purchase Price Adjustment: Used when the final price may be adjusted based on completion accounts or other factors
2. External Finance: Required when the buyout is funded through external financing, detailing the financing arrangements
3. Continuing Obligations: Needed when the seller will retain certain obligations or roles post-completion
4. Non-Competition: Include when restrictions on the seller's future business activities are required
5. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
6. Employee Matters: Required when the seller is also an employee and employment arrangements need to be addressed
7. Intellectual Property: Important when the company's IP is significant and specific provisions are needed
8. Multiple Sellers Provisions: Required when there are multiple sellers with different terms or conditions
1. Details of the Sale Shares: Schedule detailing the shares being sold, including share certificate numbers and class of shares
2. Completion Obligations: Detailed list of actions and documents required at completion
3. Warranties: Detailed warranties given by the seller and/or company
4. Company Information: Key details about the company including share capital, subsidiaries, and material contracts
5. Properties: Details of any material properties owned or leased by the company
6. Intellectual Property: Schedule of company's intellectual property rights
7. Form of Resignation Letter: Template resignation letter for selling shareholders who are also directors
8. Tax Covenant: Detailed provisions regarding tax indemnities and conduct of tax affairs
9. Completion Accounts: Format and requirements for completion accounts if price adjustment mechanism is included
Authors
Financial Services
Professional Services
Manufacturing
Technology
Mining
Retail
Real Estate
Healthcare
Agriculture
Energy
Telecommunications
Construction
Transportation
Education
Media and Entertainment
Legal
Finance
Corporate Development
Treasury
Tax
Compliance
Risk Management
Company Secretariat
Board of Directors
Executive Management
Shareholder Relations
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Financial Director
Managing Director
Board Director
Compliance Officer
Corporate Finance Manager
Investment Manager
Treasury Manager
Tax Manager
Risk Manager
Corporate Development Manager
Shareholder Relations Manager
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