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1. Parties: Identification of the company purchasing its shares and the selling shareholder(s)
2. Background: Context of the buyback, including company details, current shareholding structure, and purpose of the buyback
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpreting the agreement
4. Agreement to Sell and Purchase: Core terms of the share buyback, including number of shares, price per share, and total consideration
5. Conditions Precedent: Conditions that must be satisfied before the buyback can proceed, including regulatory approvals and shareholder approvals if required
6. Completion: Details of the completion process, including timing, location, and actions required by each party
7. Seller's Warranties: Warranties given by the selling shareholder(s) regarding ownership, capacity to sell, and freedom from encumbrances
8. Company's Warranties and Representations: Warranties given by the company regarding its capacity to purchase and compliance with law
9. Confidentiality: Obligations regarding confidential information and announcements
10. Costs and Stamp Duty: Allocation of transaction costs and stamp duty obligations
11. General Provisions: Standard boilerplate clauses including notices, governing law, and dispute resolution
12. Execution: Formal execution blocks for all parties
1. Tax Matters: Detailed tax provisions when specific tax treatment is required or tax indemnities are needed
2. ASX Compliance: Additional provisions required for listed companies to comply with ASX Listing Rules
3. Multiple Sellers: Additional provisions when there are multiple selling shareholders, including several liability and representative provisions
4. Foreign Investment Provisions: Additional provisions when the buyback involves foreign shareholders or FIRB considerations
5. Employee Share Scheme Provisions: Special provisions when the buyback relates to shares held under an employee share scheme
6. Debt Set-off: Provisions for setting off the purchase price against existing debts owed by the selling shareholder
7. Equal Access Scheme: Additional provisions required when the buyback is part of an equal access scheme
1. Schedule 1 - Share Details: Detailed description of the shares being bought back, including share certificate numbers and shareholder details
2. Schedule 2 - Completion Requirements: Detailed list of documents and actions required at completion
3. Schedule 3 - Calculation of Purchase Price: Formula or methodology for calculating the purchase price, if complex
4. Schedule 4 - Required Regulatory Approvals: List of required regulatory approvals and status
5. Schedule 5 - Form of Share Transfer: Pro forma share transfer form to be used at completion
6. Appendix A - Board Resolution: Copy of board resolution approving the buyback
7. Appendix B - Shareholder Resolution: Copy of shareholder resolution (if required) approving the buyback
ASIC
ASX
Board
Business Day
Buy-Back
Buy-Back Date
Buy-Back Price
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Constitution
Corporations Act
Dollars
Encumbrance
GST
GST Act
Insolvency Event
Listing Rules
Loss
Material Adverse Change
Notice
Parties
Purchase Price
Records
Related Body Corporate
Representative
Sale Shares
Seller
Share Certificate
Share Register
Shares
Stamp Duty
Subsidiary
Tax
Tax Act
Tax Law
Third Party Consent
Transfer Form
Warranties
Definitions
Sale and Purchase
Purchase Price
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Seller Warranties
Company Warranties
Representations
Confidentiality
Announcements
Tax Matters
GST
Stamp Duty
Regulatory Compliance
ASX Compliance
Corporate Authority
Share Transfer
Payment Terms
Encumbrances
Further Assurance
Powers of Attorney
Notices
Assignment
Amendment
Waiver
Severability
Entire Agreement
Counterparts
Governing Law
Dispute Resolution
Force Majeure
Costs
Time of Essence
Termination
Financial Services
Banking
Professional Services
Technology
Mining and Resources
Manufacturing
Retail
Healthcare
Real Estate
Telecommunications
Energy
Agriculture
Construction
Transport and Logistics
Legal
Finance
Treasury
Corporate Development
Investor Relations
Company Secretariat
Tax
Compliance
Risk Management
Board of Directors
Corporate Actions
Share Registry
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Finance Director
Treasury Manager
Tax Manager
Compliance Officer
Corporate Development Manager
Investor Relations Manager
Board Director
Financial Controller
Corporate Actions Manager
Share Registry Officer
Risk Manager
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