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Stock Redemption Agreement
"I need a Stock Redemption Agreement under German law for our tech startup's buyback of 10,000 shares from a departing co-founder, with payment to be made in three installments over 2025, and including non-compete provisions."
1. Parties: Identification of the company and the selling shareholder(s)
2. Background: Context of the agreement, including current shareholding structure and reason for redemption
3. Definitions: Key terms used throughout the agreement, including specific German legal terminology
4. Subject Matter of Redemption: Details of shares to be redeemed, including number, class, and nominal value
5. Purchase Price: Redemption price calculation method and payment terms
6. Closing Conditions: Prerequisites for the redemption, including necessary corporate approvals
7. Closing Process: Step-by-step procedure for executing the redemption
8. Representations and Warranties: Statements of fact by both parties regarding their capacity and authority
9. Tax Provisions: Treatment of tax implications and responsibilities
10. Confidentiality: Obligations regarding non-disclosure of agreement terms
11. Notices: Communication procedures between parties
12. Governing Law and Jurisdiction: Confirmation of German law application and competent courts
1. Tag-Along Rights: Include when other shareholders have pre-existing tag-along rights that need to be addressed
2. Drag-Along Rights: Include when there are drag-along provisions that might affect the redemption
3. Special Share Rights: Include when dealing with preferred shares or shares with special rights
4. Corporate Governance: Include when redemption affects management or supervisory board composition
5. Non-Competition: Include when selling shareholder needs to be bound by non-compete obligations
6. Installment Payments: Include when redemption price is to be paid in installments
7. Share Valuation Mechanism: Include when price needs to be determined through specific valuation process
1. Share Certificate Details: Copy or details of share certificates being redeemed
2. Shareholder Resolution: Copy of required shareholder resolutions approving the redemption
3. Calculation of Redemption Price: Detailed methodology and calculations for share valuation
4. Corporate Approvals: Copies of board resolutions and other corporate approvals
5. Due Diligence Findings: Summary of relevant due diligence findings affecting the redemption
6. Tax Clearance: Required tax clearance certificates or documentation
7. Payment Schedule: If applicable, detailed schedule of installment payments
Authors
Financial Services
Manufacturing
Technology
Professional Services
Real Estate
Healthcare
Retail
Energy
Telecommunications
Transportation
Consumer Goods
Industrial Products
Media and Entertainment
Legal
Finance
Corporate Development
Treasury
Tax
Compliance
Board Secretariat
Shareholder Relations
Investment Relations
Risk Management
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Legal Director
Finance Director
Corporate Development Manager
M&A Director
Shareholder Relations Manager
Treasury Manager
Tax Director
Compliance Officer
Board Member
Managing Director
Investment Relations Officer
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