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Stock Repurchase Agreement
"I need a Stock Repurchase Agreement under New Zealand law for our private technology company to buy back 10,000 shares from a retiring founder-shareholder, with completion planned for March 2025 and payment to be made in three installments."
1. Parties: Identification of the company purchasing its shares and the selling shareholder(s)
2. Background: Context of the agreement, including company details, current shareholding, and reason for repurchase
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Agreement to Sell and Purchase: Core terms of the share repurchase, including number of shares and purchase price
5. Purchase Price and Payment: Details of consideration, payment method, and timing
6. Conditions Precedent: Requirements that must be met before the repurchase can proceed, including board approval and solvency test
7. Completion: Process and requirements for closing the transaction
8. Seller's Representations and Warranties: Confirmations regarding share ownership, authority to sell, and absence of encumbrances
9. Company's Representations and Warranties: Confirmations regarding corporate authority, solvency, and compliance with law
10. Confidentiality: Obligations to maintain confidentiality of the transaction and related information
11. Notices: Process for formal communications between parties
12. General Provisions: Standard contractual terms including governing law, amendments, and entire agreement
1. Tax Provisions: Specific provisions dealing with tax treatment and obligations, used when tax implications are significant
2. Market Disclosure: Required for listed companies, dealing with NZX announcements and other market disclosures
3. Minority Shareholder Rights: Used when the repurchase affects minority shareholder interests
4. Regulatory Compliance: Additional provisions for compliance with specific regulatory requirements, if applicable
5. Multiple Sellers Provisions: Coordination and allocation provisions when multiple shareholders are selling
6. Security Interest Provisions: Used when shares are subject to existing security interests that need to be released
1. Schedule 1: Share Details: Detailed description of shares being repurchased, including share numbers, classes, and certificates
2. Schedule 2: Form of Transfer: Template share transfer form to be used for the transaction
3. Schedule 3: Board Resolutions: Copy of or requirements for board resolutions approving the repurchase
4. Schedule 4: Solvency Certificate: Form of directors' certificate confirming company solvency post-repurchase
5. Schedule 5: Completion Checklist: List of actions and documents required for completion
6. Appendix A: Disclosure Information: Required disclosures under Companies Act and other applicable legislation
Authors
Board
Business Day
Companies Act
Company
Completion
Completion Date
Confidential Information
Constitution
Encumbrance
Financial Markets Conduct Act
Governmental Authority
Law
NZD
NZX
NZX Listing Rules
Party/Parties
Purchase Price
Regulatory Approvals
Related Company
Repurchase Shares
Seller
Share Certificate
Share Register
Shareholders
Shares
Solvency Certificate
Solvency Test
Tax
Transaction Documents
Transfer Form
Warranties
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Seller Warranties
Company Warranties
Solvency Requirements
Regulatory Compliance
Share Transfer
Confidentiality
Tax Matters
Announcements
Notices
Assignment
Severability
Further Assurance
Costs
Entire Agreement
Amendments
Waiver
Governing Law
Dispute Resolution
Force Majeure
Termination
Shareholder Approval
Board Authorization
Market Disclosure
Financial Services
Technology
Manufacturing
Professional Services
Retail
Real Estate
Mining and Resources
Healthcare
Agriculture
Telecommunications
Legal
Finance
Corporate Governance
Treasury
Compliance
Board of Directors
Company Secretariat
Shareholder Relations
Corporate Affairs
Chief Executive Officer
Chief Financial Officer
Company Secretary
General Counsel
Legal Counsel
Corporate Lawyer
Finance Director
Board Director
Compliance Officer
Corporate Governance Manager
Financial Controller
Treasury Manager
Company Director
Shareholder Relations Manager
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