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Share Redemption Agreement
"I need a Share Redemption Agreement for our private technology company to buy back 10,000 ordinary shares from a departing senior executive at $2.50 per share, with completion scheduled for March 15, 2025."
1. Parties: Identifies the company and the shareholder(s) whose shares are being redeemed
2. Background: Sets out the context of the redemption, including details of the existing shareholding and the company's authority to redeem
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles for the agreement
4. Agreement to Redeem: Core provision establishing the agreement to redeem the shares and the basic terms
5. Redemption Price: Specifies the price per share and total redemption amount, including calculation method if applicable
6. Payment Terms: Details of how and when the redemption price will be paid
7. Conditions Precedent: Any conditions that must be satisfied before the redemption can proceed
8. Completion: Sets out the completion process, including timing and actions required by each party
9. Representations and Warranties: Standard warranties from both parties regarding authority, ownership, and compliance
10. Tax Matters: Addresses tax implications and responsibilities
11. Confidentiality: Obligations regarding confidentiality of the transaction
12. General Provisions: Standard boilerplate clauses including notices, governing law, and dispute resolution
1. Regulatory Compliance: Required for listed companies or when specific regulatory approvals are needed
2. Share Rights: Needed when dealing with different classes of shares or special share rights
3. Security Interest Release: Required if the shares are subject to any security interests or encumbrances
4. Director Approval: Specific section required when director approval is not captured in general corporate approvals
5. Shareholder Approval: Required when specific shareholder approval is needed beyond standard corporate approvals
6. Pre-emptive Rights Waiver: Needed if other shareholders have pre-emptive rights that need to be addressed
7. Continuing Obligations: Required when certain obligations continue post-redemption
8. Employee Share Scheme Provisions: Needed if the shares are part of an employee share scheme
1. Schedule 1 - Share Details: Detailed description of the shares being redeemed, including share certificate numbers and share class
2. Schedule 2 - Calculation of Redemption Price: If applicable, detailed methodology for calculating the redemption price
3. Schedule 3 - Corporate Approvals: Copies or details of relevant board resolutions and shareholder approvals
4. Schedule 4 - Completion Requirements: Detailed list of documents and actions required at completion
5. Appendix A - Share Transfer Form: Standard form for transfer of shares back to the company
6. Appendix B - Deed of Release: If required, release of any claims relating to the shareholding
Authors
ASIC
Board
Business Day
Company
Company Constitution
Completion
Completion Date
Corporations Act
Directors
Encumbrance
GST
Insolvency Event
Loss
Material Adverse Change
Officer
Party/Parties
Redemption
Redemption Notice
Redemption Price
Redemption Shares
Related Body Corporate
Representative
Security Interest
Share Certificate
Share Register
Shareholder
Shareholders Agreement
Shares
Subsidiary
Tax
Tax Act
Tax Law
Transaction Documents
Conditions Precedent
Agreement to Redeem
Redemption Price
Payment Terms
Pre-Completion Obligations
Completion
Post-Completion Obligations
Representations and Warranties
Tax Matters
GST
Confidentiality
Announcements
Security Interests
Corporate Authority
Share Rights
Regulatory Compliance
Anti-dilution
Indemnification
Default
Termination
Notices
Assignment
Amendment
Waiver
Severability
Entire Agreement
Governing Law
Dispute Resolution
Costs and Stamp Duty
Counterparts
Further Assurance
Financial Services
Corporate Services
Legal Services
Investment Management
Private Equity
Professional Services
Banking
Insurance
Technology
Manufacturing
Retail
Mining and Resources
Legal
Finance
Corporate Governance
Company Secretariat
Tax
Compliance
Treasury
Share Registry
Corporate Advisory
Board of Directors
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Finance Director
Investment Manager
Compliance Officer
Board Director
Corporate Governance Manager
Share Registry Manager
Tax Manager
Financial Controller
Corporate Advisory Manager
M&A Director
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