Free Share Repurchase Agreement

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Share Repurchase Agreement

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SHARE REPURCHASE AGREEMENT

THIS SHARE REPURCHASE AGREEMENT (the "Agreement") made and entered into this ________ day of ________________, ________,

BETWEEN

_________________________ of _____________________________________________
(the "Shareholder")

OF THE FIRST PART

- AND -

_________________________ of _____________________________________________
(the "Company")

OF THE SECOND PART

BACKGROUND

  1. The Shareholder is the owner of record of an aggregate of _____________ ________________________________________ shares (the "Shares") of the Company.
  2. The Shareholder desires to sell the Shares to the Company and the Company desires to repurchase the Shares from the Shareholder.

IN CONSIDERATION OF and as a condition of the parties entering into this Agreement and other valuable consideration, the receipt and sufficiency of which consideration is acknowledged, the parties to this Agreement agree as follows:

  1. Purchase and Sale
  2. The Shareholder agrees to sell and the Company agrees to repurchase all the rights, title, interest, and property of the Shareholder in the Shares for an aggregate purchase price of $______________ (the "Purchase Price"). The parties agree that delivery of the Purchase Price represents full consideration for the purchase of the Shares.
  3. A deposit of $______________ will be payable by 27 January 2023. The balance of $______________ will be payable on 27 January 2023 (the "Closing Date").
  4. All payments will be in the form of bank cheque or electronic funds transfer of immediately available funds. In the case of an electronic funds transfer, the Shareholder will give notice to the Company of the bank account particulars at least five business days prior to the Closing Date.
  5. Closing
  6. The closing of the purchase and sale of the Shares (the "Closing") will take place on the Closing Date at the offices of the Company or at such other time and place as the Shareholder and Company mutually agree. At Closing and upon the Company paying the balance of the Purchase Price in full to the Shareholder, the Shareholder will deliver to the Company duly executed transfers of the Shares.
  7. Consideration
  8. The Shareholder acknowledges and agrees that the Purchase Price is fair, just and reasonable consideration for the Shares and that no additional consideration or remuneration will be due or payable with regard to the sale and purchase of the Shares.
  9. Representations and Warranties of the Shareholder
  10. The Shareholder warrants and represents to the Company as follows:
    1. the Shareholder is the owner in clear title of the Shares and the Shares are free of any lien, encumbrance, security interests, charges, mortgages, pledges, or adverse claim or other restriction that would prevent the transfer of clear title to the Company;
    2. the Shareholder is not bound by any agreement or any instrument that would prevent any transactions connected with this Agreement;
    3. there is no legal action or suit pending against any party, to the knowledge of the Shareholder that would materially affect this Agreement; and
    4. following Closing of this Agreement, the Shareholder will no longer have any right, title or interest in the Shares.
  11. Representations and Warranties of the Company
  12. The Company warrants and represents to the Shareholder as follows:
    1. the Company is not bound by any agreement that would prevent any transactions connected with this Agreement;
    2. there is no legal action or suit pending against any party, to the knowledge of the Company, that would materially affect this Agreement;
    3. this Agreement will not be in violation of the incorporation documents of the Company nor any of its bylaws;
    4. this Agreement will not conflict with or violate any other agreement or contract that would materially affect this Agreement;
    5. this Agreement is not in violation of any applicable federal or state/territorial law, rule, regulation or judgment including applicable securities acts and regulations; and
    6. this Agreement will not require the approval of the Company's shareholders or, where approval of the Company's shareholders is required, such approval will be obtained prior to the Closing Date.
  13. Expenses
  14. All parties agree to pay all their own costs and expenses in connection with this Agreement.
  15. Spotter's Fees
  16. No party to this Agreement will pay any type of spotter's fee, including any referral fee or commission, to any other party to this Agreement or to any other individual in connection to this Agreement.
  17. All parties to this Agreement warrant and represent that no investment banker or broker or other intermediary has facilitated the transaction contemplated by this Agreement, nor is any such intermediary entitled to a fee or commission in connection with said transaction. All parties to this Agreement indemnify and hold harmless all other parties to this Agreement in connection with any claims for brokerage fees or other commissions that may be made by any party pertaining to this Agreement.
  18. Dividends
  19. Any dividends earned by the Shares and payable before the Closing of this Agreement will belong to the Shareholder. The Shareholder will have no right to any dividends earned by the Shares and payable after the Closing of this Agreement.
  20. Any rights to vote attached to the Shares before the Closing of this Agreement will belong to the Shareholder. The Shareholder will have no rights to vote the Shares after the Closing of this Agreement.
  21. Release
  22. By this Agreement the Shareholder and the Company each agree to release the other from all other obligations between the parties and to forego all current or future actions against the other party.
  23. Confidentiality
  24. The Shareholder and the Company acknowledge and agree that all parties to this Agreement will keep the terms and conditions of this Agreement and any financial, operational or company information not already public completely confidential.
  25. Governing Law
  26. The Company and the Shareholder submit to the jurisdiction of the courts of the State of  for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. This Agreement will be enforced or construed according to the laws of the State of .
  27. Miscellaneous
  28. Time is of the essence in this Agreement.
  29. This Agreement may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures.
  30. All warrants and representations of the Shareholder and the Company connected with this Agreement will survive the Closing.
  31. This Agreement will not be assigned either in whole or in part by any party to this Agreement without the written consent of the other party.
  32. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa.
  33. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.
  34. This Agreement contains the entire agreement between the parties. All negotiations and understandings have been included in this Agreement. Statements or representations which may have been made by any party to this Agreement in the negotiation stages of this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the parties.
  35. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Shareholder and the Company and their respective successors, assigns, executors, administrators, beneficiaries, and representatives.
  36. Any notices or delivery required here will be deemed completed when hand-delivered, delivered by agent, or seven days after being placed in the post, postage prepaid, to the parties at the addresses contained in this Agreement or as the parties may later designate in writing.
  37. All of the rights, remedies and benefits provided by this Agreement will be cumulative and will not be exclusive of any other such rights, remedies and benefits allowed by law.

IN WITNESS WHEREOF the Shareholder and the Company have duly affixed their signatures under hand and seal on this ________ day of ________________, ________.

SIGNED, SEALED, AND DELIVERED
this ________ day of ________________, ________.


_________________________
WITNESS:
   



_________________________
_________________________

     


SIGNED, SEALED, AND DELIVERED
this ________ day of ________________, ________.


______________________________
WITNESS:
   


_________________________

per:
_________________________ (seal)

     

Last updated January 9, 2023

What is a Share Repurchase Agreement?

Sometimes a corporation sells its marketable securities (i.e., shares or bonds) to a shareholder and agrees to buy them back at a later date. In this case, they’ll need a Share Repurchase Agreement to set out the terms of the buyback. This contract often addresses things like warranties, expenses, dividends, confidentiality, and more.

You can use LawDepot’s Share Repurchase Agreement whether you’re an individual or someone who’s facilitating a buyback on behalf of your company or organisation.

A Share Repurchase Agreement is also known as a:

  • Stock Repurchase Agreement
  • Stock or Share Buyback Agreement
  • Share Redemption Agreement

Why would a company buy back its own shares?

Share buybacks typically happen because a company believes its market shares are undervalued

By repurchasing some of the shares, the company decreases the supply of shares on the market. Then, as demand for shares increases, the value of any remaining shares raises as well. In turn, this brings shareholders more earnings per share.

Share buybacks are also a way to deliver profits to shareholders since companies typically buy the shares back at a premium price. In this case, the company can also benefit from avoiding the taxes that typically apply to dividend payments (only paying direct tax on the sale share).

How does a share repurchase work?

Corporations can choose from five methods to repurchase shares.

1. Open market

In an open market (i.e., the stock exchange), the company simply announces the buyback program and then proceeds to repurchase shares.

2. Private negotiations

The company negotiates the share repurchase with individual shareholders.

3. Repurchase 'put' rights

Creates a time period in which the shareholder can sell their shares back to the company at a fixed price.

4. Self-tender offer

The company offers to buy back its shares at a higher price than the current market value.

5. Dutch auction repurchase

The company specifies a price range for their shares. Shareholders may sell their shares at any price within this range.

How do I write a Share Repurchase Agreement?

The document identifies the parties involved and records the total price of the shareholding, the method of payment, and the date of the transaction. The contract also includes representations and warranties on behalf of both parties to the general effect that they are each legally capable of following through with the transaction.

1. Give details about the company and its shareholders

Select your jurisdiction and describe the industry that your company operates in. Then give the names and contact details of any relevant vendors (i.e., the shareholders that agree to sell their shares). You should also state the company’s name and address (i.e., the purchaser).

2. Describe the shares being sold

State how many shares are being sold and their class type

3. Set the terms of the agreement

Set out payment details, including:

  • The total purchase price
  • The deposit amount (if applicable)
  • The closing date

Next, consider which terms you’d like to include in the document. (Don’t worry, LawDepot’s template explains terms commonly included in a Share Repurchase Agreement.) For example, the company may release the vendor from their shareholder obligations once they sell their shares. 

You can also use the Additional Clauses section of the template to write new clauses in your own words. On the other hand, if you’d like to remove clauses from the template, use LawDepot’s editor to make final changes to your document.

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