The Common Stock Repurchase Agreement is utilized when a company wishes to reduce its share capital, manage its equity structure, or facilitate shareholder exits. This document, governed by English and Welsh law, is essential for ensuring compliance with the Companies Act 2006 and maintaining proper corporate governance. It typically includes detailed provisions on purchase price, completion mechanics, warranties, and tax considerations. The agreement is particularly important for private companies managing ownership transitions and public companies implementing share buyback programs.
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1. Parties: Identification of the company and selling shareholders
2. Background: Context of the repurchase and current shareholding structure
3. Definitions: Key terms used throughout the agreement including share class, purchase price, and completion date
4. Sale and Purchase: Core terms of the repurchase including number of shares and price
5. Completion: Mechanics and timing of the repurchase including payment terms
6. Warranties: Standard representations about share ownership and authority to sell
7. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and jurisdiction
1. Conditions Precedent: Required when completion is subject to specific conditions such as regulatory approval or shareholder consent
2. Tax Provisions: Specific tax-related obligations and allocations between parties
3. Restrictive Covenants: Restrictions on seller's future activities and competition provisions
4. Confidentiality: Provisions regarding the confidential treatment of the transaction and related information
1. Schedule 1: Details of Shares: Detailed description of shares being repurchased including share certificates and class rights
2. Schedule 2: Completion Requirements: List of documents and actions required at completion including forms and corporate approvals
3. Schedule 3: Warranties: Detailed warranties given by the selling shareholders regarding ownership and authority
4. Schedule 4: Board Minutes: Pro-forma board minutes approving the repurchase and related corporate authorizations
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