The Equity Buyout Agreement is a crucial document used in Canadian business transactions when one party wishes to acquire the equity interests of another party in a company. This agreement is essential for both private and public company transactions, though its specific requirements may vary depending on the size of the transaction and applicable provincial regulations. The document must comply with Canadian federal laws such as the Canada Business Corporations Act and provincial securities regulations, while also addressing tax implications under the Income Tax Act. It typically includes detailed provisions about the transaction structure, purchase price calculations, representations and warranties, closing conditions, and post-closing obligations. The agreement is particularly important in scenarios involving complete business exits, succession planning, or strategic acquisitions, and requires careful consideration of both legal and business aspects to ensure all parties' interests are protected.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership of your docs
1. Parties: Identification of the selling shareholder(s) and purchasing party(ies), including full legal names and addresses
2. Background: Context of the transaction, description of the company, and current shareholding structure
3. Definitions: Defined terms used throughout the agreement
4. Sale and Purchase of Shares: Core transaction terms including number of shares, class of shares, and percentage of ownership being transferred
5. Purchase Price: Detailed breakdown of the purchase price, payment terms, and any adjustments
6. Closing: Closing date, conditions precedent, and closing deliverables
7. Representations and Warranties: Statements of fact and assurances from both seller and purchaser
8. Covenants: Ongoing obligations of the parties before and after closing
9. Indemnification: Protection mechanisms and liability allocation between parties
10. Confidentiality: Obligations regarding confidential information and announcement of the transaction
11. Governing Law: Specification of Canadian law as governing law and jurisdiction
12. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Non-Competition and Non-Solicitation: Restrictions on seller's future business activities, used when seller is exiting completely
2. Earnout Provisions: Structure for additional payments based on future performance, used when purchase price includes contingent payments
3. Employee Matters: Provisions dealing with key employees and management, used when transaction affects employment arrangements
4. Tax Matters: Specific tax structuring and allocations, used for complex tax situations
5. Transition Services: Terms for seller's continued involvement post-closing, used when seller's expertise is needed during transition
6. Regulatory Approval: Process for obtaining required regulatory approvals, used when transaction size triggers regulatory review
7. Financing Contingency: Conditions related to purchaser's financing, used when purchase depends on third-party financing
1. Schedule A - Share Certificate Details: List of share certificates being transferred, including certificate numbers and share classes
2. Schedule B - Purchase Price Calculation: Detailed calculation of purchase price, including any adjustments
3. Schedule C - Company Financial Statements: Recent financial statements of the company
4. Schedule D - Encumbrances: List of any liens, charges, or encumbrances on the shares
5. Schedule E - Required Consents: List of third-party consents required for the transaction
6. Schedule F - Disclosure Schedule: Exceptions to representations and warranties
7. Schedule G - Closing Deliverables: Detailed list of documents required at closing
8. Appendix 1 - Form of Resignation: Template for resignation letters of selling directors/officers
9. Appendix 2 - Form of Release: Template for mutual releases
10. Appendix 3 - Transfer Documents: Forms required for share transfer registration
Find the exact document you need
Partner Buyout Agreement
A Canadian law-governed agreement facilitating the purchase of a departing partner's interest by remaining partners, including terms for valuation, payment, and transition arrangements.
Download
Business Buyout Agreement
A Canadian-law governed agreement facilitating the complete transfer of business ownership, detailing sale terms, conditions, and obligations of all parties involved.
Download
Mortgage Buyout Agreement
A Canadian legal document facilitating the transfer of mortgage responsibilities between parties, typically used in divorce settlements or family property transfers.
Download
Equity Buyout Agreement
A Canadian-law governed agreement documenting the terms and conditions for the purchase and sale of equity interests in a company, including price, warranties, and closing conditions.
Download
Shareholder Buyout Agreement
A Canadian-law governed agreement documenting the terms and conditions for the purchase of shares from existing shareholders by other shareholders or the company.
Download
Genie’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; Genie’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it