A Share Buyback Contract is a critical document used when a corporation wishes to repurchase its own shares from existing shareholders in Canada. This agreement is essential for ensuring compliance with Canadian corporate law, including the Canada Business Corporations Act (CBCA) or relevant provincial legislation. The document is typically used during corporate restructuring, excess cash deployment, or when implementing shareholder exit strategies. It must address specific Canadian legal requirements such as corporate solvency tests, securities law compliance, and tax implications. The contract includes detailed terms about the purchase price, timing, representations and warranties, and closing conditions. For public companies, additional provisions regarding stock exchange rules and securities regulations must be incorporated.
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1. Parties: Identification of the corporation and the selling shareholder(s)
2. Background: Context of the share buyback, including corporate authority and purpose
3. Definitions: Key terms used throughout the agreement
4. Purchase and Sale: Core terms of the buyback including number of shares, price, and payment terms
5. Closing: Timing and mechanics of the transaction closing
6. Conditions Precedent: Conditions that must be met before the buyback can proceed, including regulatory approvals
7. Representations and Warranties of the Corporation: Corporate authority, compliance with laws, and financial capacity to complete the buyback
8. Representations and Warranties of the Seller: Share ownership, authority to sell, and absence of encumbrances
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 can be terminated
12. General Provisions: Standard legal provisions including notices, governing law, and amendment procedures
1. Regulatory Compliance: Detailed section on securities law compliance requirements, needed for public companies
2. Staged Purchases: Terms for multiple closing dates, used when the buyback occurs in phases
3. Special Approval Requirements: Additional approval procedures, needed when required by articles or shareholders' agreement
4. Non-Competition: Restrictions on seller's future business activities, relevant for significant shareholders
5. Confidentiality: Detailed confidentiality provisions, important for private companies or sensitive transactions
6. Shareholder Rights: Special rights retained by seller, relevant when partial shareholding is maintained
1. Schedule A - Share Details: Detailed description of shares being purchased including share certificate numbers
2. Schedule B - Purchase Price Calculation: Formula or methodology for determining the purchase price
3. Schedule C - Closing Documents: List of all documents required for closing
4. Schedule D - Corporate Resolutions: Copies of board and shareholder resolutions authorizing the buyback
5. Schedule E - Regulatory Approvals: Copies or details of required regulatory approvals
6. Appendix 1 - Form of Share Transfer: Standard form for share transfer documentation
7. Appendix 2 - Solvency Certificate: Form of certificate confirming corporate solvency pre-closing
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