Common Stock Repurchase Agreement Template for Germany

The Common Stock Repurchase Agreement is a crucial document used when a German corporation wishes to buy back its own shares from existing shareholders. This agreement is governed by German law, particularly the Aktiengesetz (Stock Corporation Act), which sets strict requirements and limitations on share repurchases, including the maximum volume of shares that can be repurchased (generally 10% of share capital) and the conditions under which such repurchases are permitted. The document is typically used in scenarios such as implementing shareholder-approved buyback programs, managing excess capital, or facilitating exit arrangements. It must address specific German legal requirements regarding corporate approvals, capital maintenance rules, equal treatment of shareholders, and regulatory compliance. For listed companies, additional considerations regarding market abuse regulations and disclosure requirements must be incorporated. The agreement includes detailed provisions on purchase price determination, payment mechanics, tax implications, and necessary regulatory approvals.

1. Parties: Identification of the company as purchaser and the shareholder(s) as seller(s), including full legal names and addresses

2. Background: Recitals explaining the context of the share repurchase, including current shareholding structure and corporate approvals obtained

3. Definitions: Definitions of key terms used throughout the agreement

4. Subject Matter of Sale: Detailed description of the shares being repurchased, including class, nominal value, and certificate numbers if applicable

5. Purchase Price: Specification of the purchase price per share and total consideration, including payment mechanics and timing

6. Closing Conditions: Prerequisites for completion of the share repurchase, including regulatory approvals and corporate authorizations

7. Closing: Mechanics and timing of the closing, including delivery of share certificates and payment procedures

8. Seller's Representations and Warranties: Warranties regarding share ownership, authority to sell, and absence of encumbrances

9. Company's Representations and Warranties: Warranties regarding corporate authority, validity of corporate approvals, and compliance with German law

10. Tax Matters: Allocation of responsibility for taxes arising from the transaction

11. Confidentiality: Obligations to maintain confidentiality of the transaction and related information

12. Notices: Procedures for giving formal notices under the agreement

13. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes

14. Miscellaneous: Standard boilerplate provisions including severability, amendments, and entire agreement