Contract For Off-Market Share Buybacks With Split Exchange And Completion
Publisher one
Genie AIJurisdiction
England and WalesRelevant sectors
Type of legal document
💸 Share buyback agreementBusiness activity
Buy back sharesA share buyback agreement is a contract between a company and its shareholders that sets forth the terms and conditions under which the company may purchase and retire its own shares. The agreement may stipulate the maximum number of shares that the company can buy back, as well as the price at which the shares will be bought.
The template provides a comprehensive framework for a transaction in which a company repurchases its own shares from existing shareholders outside the open market. It is designed to comply with the relevant laws and regulations governing such transactions in the UK.
The template includes provisions relating to the split exchange, which involves the purchase of shares in multiple tranches or stages. This mechanism allows for flexibility in the timing and pricing of the buyback, as well as mitigating risks associated with market fluctuations. The document further outlines the completion process, defining the obligations and responsibilities of each party involved.
Key components of this legal template may include:
1. Parties Involved: Clearly identifying the buyer (the company) and the sellers (existing shareholders).
2. Share Buyback Terms: Establishing the terms and conditions of the share buyback, including the number of shares to be repurchased, the purchase price, and any applicable conditions or restrictions.
3. Split Exchange Details: Defining the structure and mechanics of the split exchange, outlining the number of tranches and their corresponding pricing, along with any specific timelines or conditions for each tranche.
4. Completion Process: Specifying the procedures to be followed for the completion of the share buyback, including documentation requirements, payment methods, and timing.
5. Representations and Warranties: Outlining the representations and warranties made by each party to ensure the validity and accuracy of the transaction.
6. Covenants and Undertakings: including any additional undertakings or commitments required from the parties involved.
7. Indemnification and Liability: Establishing the allocation of risks and liabilities associated with the share buyback.
8. Governing Law and Jurisdiction: Determining the applicable laws and courts within the UK where any disputes arising from the agreement will be resolved.
This contract template provides a standardized framework to facilitate a legally binding agreement for off-market share buybacks in the UK, ensuring that all parties involved have a clear understanding of their rights and obligations throughout the process. It serves as a starting point for customization, allowing parties to adapt and tailor the document to meet their specific requirements and circumstances.
How it works
Try using Genie's Free AI Legal Assistant
Generate quality, formatted contracts with AI
Can’t find the right template? Create the bespoke agreement in minutes by conversing with our AI and tailoring to your needs
Let our Legal AI make edits for you
Ask Genie to edit your document in the same way you’d ask a paralegal. Genie makes track changes, and explains its thinking just like a junior lawyer would.
AI review
Can’t find the right template? Create the bespoke agreement in minutes by conversing with our AI and tailoring to your needs
Book your personalised demo now
Similar legal templates
Working From Home Policy
The policy starts by outlining the purpose and scope, clarifying the conditions under which employees may be eligible for remote work arrangements. It establishes the framework for establishing remote work agreements, detailing the process for requesting, approving, and terminating such arrangements. This legal template also defines the specific rights and obligations of both employers and employees when working remotely.
Within this policy, various key areas are covered to ensure compliance with UK laws and regulations. It includes matters like data protection and cybersecurity, outlining protocols to protect sensitive information and provide guidelines for proper handling of data from remote locations. Another crucial aspect covered is health and safety, addressing the employer's responsibility to provide a safe and ergonomic workspace for employees and outlining procedures for risk assessments and equipment provision.
The template also incorporates provisions related to work hours, rest breaks, and time management, addressing concerns such as productivity monitoring, availability, and the importance of maintaining a work-life balance. It provides clear guidelines for communication and collaboration between remote employees and their on-site counterparts, emphasizing the employer's responsibility to foster inclusion and prevent isolation.
Furthermore, the policy template covers areas such as expenses and equipment, addressing the reimbursement of reasonable costs incurred by employees while working remotely and defining the responsibility for providing necessary equipment, such as laptops or other required technology.
Overall, the "Working From Home Policy under UK Law" serves as a comprehensive legal document that guides employers and employees in establishing and maintaining remote work arrangements in compliance with relevant UK legislation and regulations. Its purpose is to promote transparency, fairness, and clarity for both parties and ensure a harmonious and legally compliant remote work environment.
Publisher
Genie AIJurisdiction
England and WalesVisual Merchandiser Contract
This Visual Merchandiser contract template is designed for a commercial merchandising organisation (or an individual visual merchandiser) to use when contracting out their skills and services in exchange for payment. This contract sets out the type of merchandising and merchandising-related services to be completed by the visual merchandiser on behalf of the client, with consideration for expectations around quality and delivery timescales, as well as any mitigating circumstances. This contract allows for payment to be made by the client to the merchandising firm or individual visual merchandiser on a weekly or monthly basis but can easily be edited to account for other payment schedules and could be altered to include bonuses conditional on performance. It can also be fully customised with the details of the two parties and the duration of the contract and can be printed, downloaded and edited freely as part of our mission to open source business legals. This is a template for contractors who fit outside of the UK's off-payroll working rules (IR35).
Publisher
Genie AIJurisdiction
England and WalesWaiver of Pre-Emption Rrights (Issue of Shares)
However, there may be situations where a company wishes to issue shares to specific parties, such as strategic investors, without seeking approval or offering them to existing shareholders. In such cases, a Waiver of Pre-Emption Rights template enables the company to legally waive these rights for a particular issuance. This template typically includes provisions specifying the detailed terms and conditions of the waiver and the scope of the share issuance exempt from pre-emption rights.
The document would outline the reasons justifying the need for the waiver, such as fulfilling a vital business objective, acquiring necessary funds for growth or expansion, or securing new partnerships or talent. It would also establish the restrictions, if any, on the use of funds generated by the share issuance and the steps to be taken to ensure compliance with applicable legal requirements during the process.
Overall, this legal template facilitates the transparent and lawful waiver of pre-emption rights, ensuring adequate disclosure and protection of shareholders' interests, while permitting a company to attract investment or undertake strategic transactions more efficiently.