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Share Redemption Agreement
"I need a Share Redemption Agreement for our Delaware-incorporated tech startup to repurchase 10,000 shares from a departing co-founder, with payment to be made in three installments over 2025, including standard non-compete provisions and confidentiality clauses."
1. Parties: Identifies the corporation redeeming the shares and the selling shareholder(s)
2. Background: Explains the context of the redemption, including the company's authority to redeem and the shareholder's ownership
3. Definitions: Defines key terms used throughout the agreement
4. Redemption and Purchase Price: Specifies the number of shares being redeemed and the agreed purchase price per share
5. Payment Terms: Details the method, timing, and currency of payment
6. Closing: Specifies the timing and mechanics of the closing, including delivery of share certificates and payment
7. Representations and Warranties of the Seller: Seller's confirmations regarding share ownership, authority to sell, and absence of encumbrances
8. Representations and Warranties of the Company: Company's confirmations regarding authority, compliance with laws, and financial capacity
9. Conditions to Closing: Prerequisites that must be satisfied before the redemption can be completed
10. Termination: Circumstances under which the agreement may be terminated and the consequences
11. Tax Matters: Addresses tax implications and responsibilities
12. Confidentiality: Provisions regarding non-disclosure of agreement terms and company information
13. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, etc.
1. Seller Release: Release of claims against the company, used when the selling shareholder is departing completely
2. Non-Competition and Non-Solicitation: Restrictions on seller's future activities, typically included when redeeming shares from departing executives
3. Installment Payments: Details of payment schedule when purchase price is paid over time
4. Board Approval: Specific reference to board authorization, required in some jurisdictions
5. Regulatory Approvals: Requirements for obtaining necessary regulatory approvals, needed in regulated industries
6. Drag-Along Rights: Rights forcing other shareholders to participate in the redemption, used in multiple-shareholder scenarios
7. Continuing Obligations: Ongoing obligations of the seller if they retain other roles or shares
8. Shareholder Consent: Required when other shareholders' approval is needed for the redemption
1. Schedule of Shares: Detailed description of shares being redeemed, including certificate numbers and dates
2. Schedule of Encumbrances: List of any existing liens or encumbrances on the shares
3. Payment Schedule: Detailed payment terms if involving installment payments
4. Required Consents: List of third-party consents required for the redemption
5. Corporate Authorizations: Copies of board and shareholder resolutions authorizing the redemption
6. Disclosure Schedule: Exceptions to representations and warranties
7. Form of Release: Form of release document if required under the agreement
8. Tax Forms: Required tax forms and documentation for the transaction
Authors
Board
Business Day
Closing
Closing Date
Company
Encumbrance
Governmental Authority
Law
Material Adverse Effect
Purchase Price
Redemption
Redemption Price
Redemption Shares
Related Party
Representatives
Securities Act
Securities Exchange Act
Seller
Shares
Subsidiaries
Tax
Transaction Documents
Transfer
Articles of Incorporation
Bylaws
Certificate of Incorporation
Confidential Information
Corporate Records
Disclosure Schedule
Effective Date
Fair Market Value
Financial Statements
GAAP
Indebtedness
Liens
Loss
Material Contract
Organizational Documents
Permits
Person
SEC
Securities Laws
Shareholder
Share Certificate
Stock Power
Transfer Agent
Working Capital
Share Redemption
Purchase Price
Payment Terms
Closing Conditions
Representations and Warranties
Covenants
Share Transfer
Confidentiality
Tax Matters
Indemnification
Termination
Governing Law
Dispute Resolution
Force Majeure
Assignment
Notices
Amendment
Waiver
Severability
Entire Agreement
Further Assurances
Counterparts
Survival
Release
Non-Competition
Non-Solicitation
Regulatory Compliance
Third Party Rights
Authority
Consents and Approvals
Expenses
Set-off Rights
Remedies
Announcements
Financial Services
Technology
Manufacturing
Professional Services
Healthcare
Real Estate
Retail
Energy
Telecommunications
Family-Owned Businesses
Private Equity
Venture Capital
Consumer Goods
Transportation
Media and Entertainment
Legal
Finance
Corporate Development
Tax
Compliance
Treasury
Shareholder Relations
Investment Relations
Board Secretariat
Corporate Governance
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Chief Legal Officer
Board Director
Corporate Treasurer
Shareholder Relations Manager
Investment Relations Director
Corporate Development Director
M&A Director
Tax Director
Compliance Officer
Financial Controller
Corporate Governance Officer
Find the exact document you need
Partnership Redemption Agreement
A U.S.-governed agreement detailing the terms and processes for a partnership to buy back a partner's ownership interest.
Share Redemption Agreement
U.S.-governed agreement documenting a corporation's repurchase of its own shares from existing shareholders, including terms, conditions, and regulatory compliance requirements.
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