The Stock Repurchase Agreement is a crucial document used when a Canadian corporation intends to buy back its own shares from existing shareholders. This type of transaction is commonly implemented for various strategic purposes, including capital structure optimization, excess cash utilization, or facilitating shareholder exits. The agreement must comply with the Canada Business Corporations Act, provincial securities laws, and relevant tax legislation. It typically includes detailed provisions regarding purchase price determination, closing mechanics, representations and warranties, and conditions precedent to closing. The document is particularly important as it helps ensure the transaction meets legal requirements for corporate solvency, shareholder approval (if required), and regulatory compliance, while also addressing tax implications for both the corporation and selling shareholders.
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1. Parties: Identification of the corporation and the selling shareholder(s)
2. Background: Context of the agreement, including current shareholding structure and reason for repurchase
3. Definitions: Key terms used throughout the agreement
4. Agreement to Sell and Purchase: Core terms of the share repurchase, including number of shares and purchase price
5. Closing: Timing and mechanics of the transaction closing
6. Conditions Precedent: Conditions that must be satisfied before the repurchase can proceed
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, solvency, and compliance with laws
9. Covenants: Ongoing obligations of both parties until closing
10. Tax Matters: Treatment of tax implications and responsibilities
11. Termination: Circumstances under which the agreement may be terminated
12. General Provisions: Standard legal provisions including notices, amendments, governing law, etc.
1. Regulatory Compliance: Required for public companies or when specific regulatory approvals are needed
2. Shareholder Approval: Include when shareholder approval is required for the repurchase
3. Non-Competition and Non-Solicitation: Include when the selling shareholder is also leaving a management position
4. Escrow Arrangements: Include when part of the purchase price is to be held in escrow
5. Continuing Obligations: Include when the seller retains other shares or has ongoing obligations
6. Foreign Ownership Provisions: Required when dealing with international shareholders or regulatory requirements
1. Schedule A - Details of Shares: Detailed description of shares being repurchased, including share certificates
2. Schedule B - Purchase Price Calculation: Formula or method for determining the purchase price
3. Schedule C - Closing Deliverables: List of documents and items to be delivered at closing
4. Schedule D - Required Consents and Approvals: List of third-party consents and regulatory approvals needed
5. Schedule E - Encumbrances: List of any existing encumbrances on the shares
6. Appendix 1 - Board Resolution: Copy of board resolution approving the share repurchase
7. Appendix 2 - Solvency Certificate: Certificate confirming corporation's solvency post-repurchase
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Manufacturing
Professional Services
Real Estate
Mining and Resources
Energy
Retail
Healthcare
Transportation and Logistics
Private Equity
Venture Capital
Relevant Teams
Legal
Finance
Treasury
Corporate Development
Tax
Compliance
Board Secretariat
Investor Relations
Risk Management
Corporate Governance
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
General Counsel
Legal Counsel
Corporate Lawyer
Finance Director
Treasury Manager
Board Director
Company Secretary
Compliance Officer
Tax Director
Investment Manager
Shareholder Relations Manager
Corporate Development Manager
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