The Equity Buyback Agreement is a crucial document used when a Canadian corporation wishes to repurchase its shares from existing shareholders. This type of agreement is commonly utilized in various scenarios, including employee departures, ownership restructuring, or corporate capital management strategies. The document must comply with the Canada Business Corporations Act (CBCA) or relevant provincial corporate statutes, which set out specific requirements for share repurchases. It covers essential elements such as share valuation, payment terms, representations and warranties, and closing conditions. The agreement also addresses tax implications under Canadian tax laws, particularly regarding deemed dividends and capital gains treatment. It's essential for maintaining proper corporate governance and ensuring that the share repurchase is conducted in accordance with all applicable Canadian legal and regulatory requirements.
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1. Parties: Identification of the selling shareholder(s) and the corporation purchasing the shares
2. Background: Context of the share ownership and reason for the buyback arrangement
3. Definitions: Key terms used throughout the agreement
4. Purchase and Sale: Core terms of the transaction including number of shares, class of shares, and purchase price
5. Purchase Price and Payment: Details of the consideration and payment terms, including payment method and timing
6. Closing: Timing and mechanics of the transaction closing
7. Representations and Warranties of the Seller: Seller's confirmations regarding share ownership, authority to sell, and absence of encumbrances
8. Representations and Warranties of the Corporation: Corporation's confirmations regarding authority, compliance with laws, and corporate approval
9. Closing Deliveries: Documents and items to be delivered by each party at closing
10. Tax Matters: Treatment of tax implications and responsibilities
11. Confidentiality: Obligations regarding non-disclosure of transaction details
12. General Provisions: Standard clauses including notices, amendments, governing law, and counterparts
1. Employee Matters: Required when the selling shareholder is/was an employee, addressing ongoing employment obligations or restrictions
2. Non-Competition and Non-Solicitation: Include when the selling shareholder should be restricted from competing or soliciting customers/employees
3. Regulatory Approvals: Required when the transaction needs specific regulatory clearances
4. Holdback Provisions: Include when part of the purchase price is to be held back for indemnification or other purposes
5. Installment Payments: Include when the purchase price will be paid over time rather than at closing
6. Third Party Consents: Required when the share transfer requires approval from other parties
7. Release: Include when the parties wish to release each other from claims related to share ownership
8. Survival: Include when certain representations or obligations should survive closing
1. Schedule A - Share Details: Detailed description of shares being purchased including share certificate numbers and share class rights
2. Schedule B - Purchase Price Calculation: Breakdown of how the purchase price was determined, including any valuation methodologies
3. Schedule C - Closing Documents: List of all documents required for closing
4. Schedule D - Corporate Resolutions: Copies of relevant board and shareholder resolutions approving the buyback
5. Schedule E - Outstanding Liabilities: List of any outstanding obligations or liabilities related to the shares
6. Appendix 1 - Share Certificates: Copies of share certificates to be transferred
7. Appendix 2 - Transfer Forms: Share transfer forms and other administrative documents
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