The Stock Buy Back Agreement is a crucial document used when a New Zealand company wishes to repurchase its own shares from existing shareholders. This document is essential for companies undertaking share capital restructuring, implementing employee exit arrangements, or managing surplus capital. It must comply with the Companies Act 1993, which requires specific procedures including director resolutions, solvency tests, and in some cases, shareholder approval. The agreement details the terms of the buyback, including price, timing, and conditions precedent, while ensuring compliance with New Zealand's regulatory framework, including Financial Markets Conduct Act 2013 for listed companies and relevant tax legislation. The document is particularly important for maintaining proper corporate governance and protecting both the company's and shareholders' interests during the share buyback process.
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1. Parties: Identification of the company purchasing its shares and the selling shareholder(s)
2. Background: Context of the buyback, including current shareholding structure and reason for the buyback
3. Definitions and Interpretation: Key terms used in the agreement and rules for interpretation
4. Agreement to Sell and Purchase: Core agreement for the sale and purchase of shares, including number and class of shares
5. Purchase Price: Specified price per share and total consideration for the buyback
6. Conditions Precedent: Required conditions to be met before the buyback can proceed, including board approval and solvency test
7. Completion: Process and requirements for completing the buyback transaction
8. Warranties and Representations: Standard warranties from both parties regarding capacity, ownership, and authority
9. Confidentiality: Obligations regarding confidential information related to the transaction
10. General Provisions: Standard boilerplate provisions including notices, amendments, and governing law
1. Regulatory Compliance: Additional provisions for listed companies regarding compliance with NZX Listing Rules and other regulatory requirements
2. Tax Provisions: Specific provisions dealing with tax treatment and implications of the buyback
3. Shareholder Approval: Required when the buyback needs shareholder approval under Companies Act 1993
4. Escrow Arrangements: Provisions for holding funds in escrow if required for the transaction
5. Multiple Shareholders: Additional provisions when multiple shareholders are selling shares
6. Employee Share Scheme Provisions: Special provisions if the buyback relates to an employee share scheme
1. Schedule 1 - Share Details: Detailed information about the shares being bought back, including share certificate numbers and shareholding history
2. Schedule 2 - Completion Requirements: Checklist of documents and actions required for completion
3. Schedule 3 - Form of Board Resolution: Template board resolution confirming satisfaction of solvency test and approving buyback
4. Schedule 4 - Share Transfer Form: Standard form for transfer of shares
5. Schedule 5 - Warranties: Detailed warranties from both parties
6. Appendix A - Solvency Certificate: Template certificate confirming company's solvency post-buyback
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