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Equity Repurchase Agreement

Equity Repurchase Agreement Template for New Zealand

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Key Requirements PROMPT example:

Equity Repurchase Agreement

"I need an Equity Repurchase Agreement under New Zealand law for my tech startup to buy back 10,000 shares from a departing co-founder, with completion planned for March 2025."

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Document background
The Equity Repurchase Agreement is a crucial document used when a New Zealand company wishes to buy back its own shares from existing shareholders. This transaction must comply with the Companies Act 1993, which requires specific procedures including board resolutions, solvency certificates, and proper disclosure. The agreement is typically used in scenarios such as employee exits, capital restructuring, or strategic corporate actions. It includes essential provisions regarding share valuation, payment terms, completion mechanics, and necessary warranties, while ensuring compliance with New Zealand's regulatory framework. The document is particularly important as share repurchases can have significant implications for a company's capital structure and shareholder relationships.
Suggested Sections

1. Parties: Identification of the company and the selling shareholder(s)

2. Background: Context of the share repurchase, including current shareholding structure and reason for repurchase

3. Definitions: Key terms used throughout the agreement

4. Agreement to Sell and Purchase: Core agreement for the sale and purchase of shares, including number and class of shares

5. Purchase Price: Specified purchase price and payment terms

6. Conditions Precedent: Required conditions to be met before completion, including board resolutions and solvency certificate

7. Completion: Mechanics and timing of the completion process, including delivery of share transfers

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

9. Company's Warranties and Representations: Warranties regarding corporate authority and compliance with Companies Act requirements

10. Confidentiality: Obligations regarding confidentiality of the transaction

11. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law

Optional Sections

1. Tag-Along Rights: Include when other shareholders have pre-existing tag-along rights that need to be addressed

2. Drag-Along Rights: Include when the repurchase involves drag-along provisions affecting minority shareholders

3. Tax Provisions: Include specific tax provisions when the repurchase has significant tax implications

4. Regulatory Compliance: Include when the repurchase requires specific regulatory approvals or compliance

5. Shareholders' Approval: Include when shareholders' approval is required under constitutional documents

6. Market Disclosure: Include for listed companies requiring specific market disclosures

7. Post-Completion Obligations: Include when there are specific obligations after completion of the repurchase

Suggested Schedules

1. Details of Shares: Schedule detailing the specific shares being repurchased, including share certificate numbers and class rights

2. Form of Board Resolution: Template board resolution approving the share repurchase

3. Form of Solvency Certificate: Template solvency certificate required under Companies Act 1993

4. Completion Checklist: List of actions and documents required for completion

5. Share Transfer Form: Template share transfer form for the repurchase

6. Disclosure Schedule: Schedule of any relevant disclosures against warranties

7. Payment Details: Schedule containing detailed payment instructions and bank account information

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Board
Business Day
Companies Act
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Constitution
Encumbrance
Financial Markets Conduct Act
Governmental Authority
Law
Material Adverse Change
Notice
Party/Parties
Purchase Price
Regulatory Approvals
Related Company
Repurchase Shares
Sale Shares
Seller
Share Certificate
Shareholders
Solvency Certificate
Solvency Test
Taxation
Transaction Documents
Transfer Form
Warranties
Working Hours
Relevant Industries

Financial Services

Professional Services

Technology

Manufacturing

Retail

Real Estate

Mining

Agriculture

Healthcare

Education

Transportation

Energy

Telecommunications

Relevant Teams

Legal

Finance

Corporate Secretariat

Treasury

Compliance

Corporate Governance

Investor Relations

Board of Directors

Executive Management

Share Registry

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Finance Director

Board Director

Company Director

Corporate Secretary

Financial Controller

Treasury Manager

Compliance Officer

Corporate Governance Manager

Share Registry Manager

Investor Relations Manager

Industries
Companies Act 1993: Primary legislation governing company operations in New Zealand, particularly sections 58-65 regarding share repurchases, capital maintenance rules, and solvency requirements
Financial Markets Conduct Act 2013: Regulates financial products and markets, including disclosure requirements and fair dealing obligations in financial transactions
Contract and Commercial Law Act 2017: Provides the legal framework for contract formation, interpretation, and enforcement in New Zealand
Income Tax Act 2007: Governs the tax treatment of share repurchases, including potential dividend implications and tax obligations
NZX Listing Rules: If the company is listed, these rules govern disclosure requirements and procedures for share repurchases on the New Zealand Stock Exchange
Takeovers Code: May be relevant if the share repurchase could affect control of the company or trigger takeover provisions
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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