The Share Buyback Agreement is a crucial document used when a Pakistani company decides to repurchase its own shares from existing shareholders. This corporate action may be undertaken for various reasons, including returning excess cash to shareholders, improving earnings per share, or optimizing capital structure. The agreement ensures compliance with Section 88 of the Companies Act 2017 and related Pakistani regulations, which set specific requirements for share buybacks, including corporate approvals, pricing mechanisms, and maximum buyback limits. It covers essential elements such as share valuation, payment terms, regulatory compliance, and completion procedures. The document is particularly important in the Pakistani context where corporate actions must align with both local company law and, where applicable, stock exchange regulations.
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1. Parties: Identification of the company and the selling shareholders
2. Background: Context of the share buyback, including company details and purpose of the buyback
3. Definitions and Interpretation: Key terms used in the agreement and rules of interpretation
4. Share Buyback Terms: Details of shares being bought back, including class, number, and price per share
5. Purchase Consideration: Payment terms, method, and timing of payment for the shares
6. Conditions Precedent: Conditions that must be satisfied before the buyback can proceed
7. Completion Mechanics: Process and requirements for completing the share buyback transaction
8. Representations and Warranties: Statements of fact and assurances from both parties
9. Corporate Approvals: Required board and shareholder approvals under Pakistani law
10. Regulatory Compliance: Compliance with Companies Act 2017 and other relevant regulations
11. Tax Matters: Tax implications and responsibilities of each party
12. Confidentiality: Obligations regarding confidential information
13. Governing Law and Jurisdiction: Pakistani law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Stock Exchange Compliance: Required for listed companies, covering PSX regulations and disclosure requirements
2. Foreign Investment Provisions: Required when selling shareholders include foreign investors, addressing forex regulations
3. Tag-Along Rights: Optional protection for minority shareholders in partial buybacks
4. Escrow Arrangements: Used when payment is to be held in escrow pending conditions
5. Anti-Money Laundering Compliance: Detailed AML provisions for high-value transactions or when required by regulators
6. Employee Shares Provisions: Required when buyback includes shares held by employees under stock option plans
1. Schedule 1 - Share Details: Detailed information about the shares being bought back, including share certificates
2. Schedule 2 - Selling Shareholders: List of selling shareholders and their respective shareholdings
3. Schedule 3 - Corporate Authorizations: Copies of board resolutions and shareholder approvals
4. Schedule 4 - Completion Checklist: List of actions and documents required for completion
5. Schedule 5 - Form of Transfer Instruments: Template share transfer forms and other required documentation
6. Schedule 6 - Valuation Report: Independent valuation report if required by law or agreed by parties
7. Appendix A - Regulatory Filings: Forms and notifications required under Companies Act 2017 and other regulations
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