A Share Buyback Agreement is essential when a Canadian corporation wishes to repurchase its own shares from existing shareholders. This document is used in various scenarios, including implementing share repurchase programs, managing excess capital, increasing earnings per share, or facilitating shareholder exits. The agreement must strictly comply with Canadian corporate law requirements, particularly the solvency tests under the CBCA or provincial equivalents, securities regulations for public companies, and tax implications for both the corporation and selling shareholders. It contains detailed provisions on purchase price, payment terms, representations and warranties, and completion mechanics. The document is particularly critical in ensuring regulatory compliance and protecting both the corporation's and shareholders' interests during the share repurchase process.
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1. Parties: Identification of the corporation purchasing its shares and the selling shareholder(s)
2. Background: Context of the share buyback, including current shareholding structure and reason for the buyback
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, purchase price, and payment method
5. Completion: Details of when and how the transfer will take place
6. Seller's Representations and Warranties: Confirmations about share ownership, authority to sell, and absence of encumbrances
7. Company's Representations and Warranties: Confirmations about corporate authority, solvency, and compliance with laws
8. Pre-Completion Obligations: Actions required before the share transfer can occur
9. Tax Matters: Treatment of taxes arising from the transaction
10. Confidentiality: Obligations to keep transaction details private
11. Notices: How formal communications between parties should be made
12. General Provisions: Standard boilerplate clauses including governing law, amendment process, and severability
1. Regulatory Compliance: Required for public companies or when specific regulatory approvals are needed
2. Drag-Along Rights: Included when multiple shareholders are involved and majority shareholders can force minorities to join the buyback
3. Tag-Along Rights: When minority shareholders should have the right to participate in the buyback
4. Non-Competition and Non-Solicitation: Required when the selling shareholder is a key employee or significant stakeholder
5. Escrow Arrangements: When part of the purchase price needs to be held in escrow
6. Continuing Obligations: When the seller retains certain ongoing responsibilities or rights
7. Board Approval: Required for public companies or when corporate governance requires formal board resolution
8. Shareholder Approval: When the buyback requires approval from other shareholders
1. Schedule A - Share Details: Detailed description of shares being purchased including share certificates numbers and class of shares
2. Schedule B - Purchase Price Calculation: Formula or methodology for determining the share price
3. Schedule C - Completion Requirements: List of documents and actions required at completion
4. Schedule D - Corporate Authorizations: Copies of board resolutions and other corporate approvals
5. Schedule E - Disclosure Schedule: Exceptions to representations and warranties
6. Appendix 1 - Share Transfer Form: Standard form for executing the share transfer
7. Appendix 2 - Tax Declaration: Required tax forms and declarations
8. Appendix 3 - Solvency Certificate: Company's declaration of solvency as required by law
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