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Stock Buyback Agreement
"I need a Stock Buyback Agreement for our private Belgian technology company to repurchase 15% of shares from a departing founder-shareholder, with completion planned for March 2025 and payment to be made in three installments."
1. Parties: Identification of the company conducting the buyback and the selling shareholder(s)
2. Background: Context of the buyback, including corporate authorizations and relevant shareholder resolutions
3. Definitions: Definitions of key terms used throughout the agreement
4. Subject Matter and Scope: Details of the shares to be repurchased, including number, class, and percentage of total share capital
5. Purchase Price: Specification of the purchase price per share and total consideration, including payment terms and mechanisms
6. Closing Conditions: Conditions precedent to the completion of the buyback, including regulatory approvals and corporate authorizations
7. Representations and Warranties: Standard representations from both parties, including authority to enter into the agreement and title to shares
8. Closing Mechanics: Procedures for the transfer of shares and payment, including timing and documentation requirements
9. Tax Provisions: Allocation of responsibility for taxes arising from the transaction
10. Confidentiality: Obligations regarding the confidential treatment of the transaction and related information
11. Notices: Process and contact details for formal communications between parties
12. Governing Law and Jurisdiction: Specification of Belgian law as governing law and jurisdiction for disputes
13. Execution: Signature blocks and execution formalities
1. Market Abuse Prevention: Required for listed companies, detailing compliance with EU Market Abuse Regulation requirements
2. Shareholders' Agreement Compliance: Required when existing shareholders' agreements affect the buyback terms
3. Regulatory Compliance: Required for regulated entities or when specific regulatory approvals are needed
4. Share Transfer Restrictions: Required when there are existing transfer restrictions that need to be addressed
5. Multiple Closings: Required for phased buyback programs with multiple completion dates
6. Tag-Along Rights: Required when other shareholders have tag-along rights that need to be addressed
7. Employee Share Scheme Provisions: Required when the buyback involves shares held under employee share schemes
1. Schedule 1 - Share Details: Detailed information about the shares being repurchased, including share certificates numbers and acquisition history
2. Schedule 2 - Corporate Authorizations: Copies of board resolutions, shareholder approvals, and other corporate authorizations
3. Schedule 3 - Calculation of Purchase Price: Detailed methodology and calculations for determining the purchase price
4. Schedule 4 - Closing Checklist: List of all documents and actions required for closing
5. Schedule 5 - Form of Transfer Instruments: Template forms for share transfer documentation
6. Appendix A - Disclosure Schedule: Disclosures against representations and warranties
7. Appendix B - Regulatory Filings: Copies of required regulatory notifications and approvals
Authors
Financial Services
Banking
Investment Management
Professional Services
Technology
Manufacturing
Retail
Energy
Healthcare
Real Estate
Telecommunications
Consumer Goods
Industrial
Mining and Materials
Legal
Finance
Corporate Development
Treasury
Investor Relations
Compliance
Risk Management
Corporate Secretariat
Board of Directors
Executive Committee
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Finance Director
Legal Director
Treasury Manager
Corporate Development Director
Investor Relations Manager
Compliance Officer
Board Member
Company Director
Financial Controller
Legal Counsel
Corporate Finance Manager
Risk Manager
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