A Shareholder Buyout Agreement is essential when a shareholder wishes to exit a company by selling their shares to remaining shareholders or the company itself. This document, governed by English and Welsh law, outlines the complete transaction process, including valuation methods, payment terms, and any continuing obligations. It's particularly crucial for private companies where share transfers need careful structuring to maintain business continuity and protect all parties' interests. The agreement ensures compliance with company articles, shareholders' agreements, and relevant corporate legislation.
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1. Parties: Identification and details of all parties involved in the buyout
2. Background: Context of the agreement and current shareholding structure
3. Definitions: Key terms used throughout the agreement including relevant legislation (Companies Act 2006, Financial Services and Markets Act 2000)
4. Sale and Purchase: Core terms of the share transfer including the exact shares being sold
5. Consideration: Purchase price, payment terms, and any adjustments to the consideration
6. Completion: Process and requirements for completing the transaction, including timing and deliverables
7. Warranties: Standard warranties from seller regarding shares and company status
8. Tax Covenants: Provisions relating to tax liabilities and indemnities
9. Confidentiality: Obligations regarding confidential information and announcements
10. General Provisions: Standard boilerplate clauses including governing law and jurisdiction
1. Non-Compete Provisions: Restrictions on seller's future business activities, used when preventing seller from competing post-sale
2. Employee Provisions: Terms relating to ongoing employment or directorship, used when seller remains involved in the business
3. Earn-out Provisions: Mechanism for additional payments based on future performance, used when consideration includes performance-based elements
4. Intellectual Property Rights: Special provisions for IP transfer and protection, used when company has significant IP assets
1. Schedule 1 - Share Details: Detailed description of shares being transferred including class, number, and nominal value
2. Schedule 2 - Completion Requirements: Comprehensive list of documents and actions required at completion
3. Schedule 3 - Warranties: Full list of warranties given by the seller regarding the company and shares
4. Schedule 4 - Company Information: Key company details, financial information, and material contracts
5. Schedule 5 - Tax Covenant: Detailed tax indemnities and related provisions
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