The Stock Buyback Agreement is a crucial document used when a company wishes to repurchase its own shares from existing shareholders in New Zealand. This document is essential for companies implementing share buyback programs, whether for capital management, shareholder value enhancement, or corporate restructuring purposes. The agreement must comply with the Companies Act 1993, which requires specific procedures including directors' solvency certificates and, in some cases, shareholder approval. It's commonly used by both private and public companies, though listed companies must also comply with additional NZX requirements. The document typically includes detailed provisions on share valuation, payment terms, completion procedures, and tax implications, while ensuring protection for both the company and selling shareholders.
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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, existing shareholding structure, and purpose of the buyback
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Agreement to Sell and Purchase: Core terms of the share buyback, including number of shares, price, and basic mechanics
5. Purchase Price and Payment: Detailed terms of consideration and payment mechanics
6. Conditions Precedent: Required conditions to be satisfied before the buyback can proceed, including board/shareholder approvals and solvency test
7. Completion: Process and requirements for completing the buyback transaction
8. Representations and Warranties: Standard warranties from both parties, including title to shares and authority to enter agreement
9. Tax Matters: Treatment of tax implications and responsibilities
10. Confidentiality: Obligations regarding confidential information
11. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Regulatory Compliance: For listed companies or where specific regulatory requirements apply
2. Multiple Shareholders: Additional provisions when multiple shareholders are selling shares
3. Security Interest Provisions: Where shares are subject to existing security interests
4. Drag-Along Rights: Where minority shareholders must be included in the buyback
5. Employee Shareholder Provisions: Special provisions for buyback of shares from employee shareholders
6. Market Announcement Requirements: For listed companies requiring specific announcements
7. Escrow Arrangements: Where payment or shares need to be held in escrow
1. Share Details: Schedule detailing the shares being bought back, including share numbers, classes, and certificates
2. Form of Share Transfer: Standard form for transferring the shares back to the company
3. Board Resolution: Pro forma board resolution approving the buyback
4. Shareholder Resolution: Pro forma special resolution of shareholders (if required)
5. Solvency Certificate: Pro forma directors' certificate confirming company solvency
6. Completion Checklist: List of actions and documents required for completion
7. Regulatory Filings: Forms and notices required for Companies Office and other regulators
Relevant legal definitions
Agreement
Applicable Law
Board
Business Day
Companies Act
Companies Office
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Constitution
Directors
Encumbrance
FMA
Financial Markets Conduct Act
Financial Statements
Governmental Authority
GST
Insolvency Event
Losses
Material Adverse Change
NZD
NZX
NZX Listing Rules
Ordinary Shares
Party/Parties
Purchase Price
Records
Related Company
Relevant Interest
Sale Shares
Security Interest
Selling Shareholder
Share Certificate
Share Register
Shareholders
Shareholders' Resolution
Solvency Certificate
Solvency Test
Tax
Tax Act
Transaction Documents
Transfer Form
Warranties
Working Day
Applicable Law
Board
Business Day
Companies Act
Companies Office
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Constitution
Directors
Encumbrance
FMA
Financial Markets Conduct Act
Financial Statements
Governmental Authority
GST
Insolvency Event
Losses
Material Adverse Change
NZD
NZX
NZX Listing Rules
Ordinary Shares
Party/Parties
Purchase Price
Records
Related Company
Relevant Interest
Sale Shares
Security Interest
Selling Shareholder
Share Certificate
Share Register
Shareholders
Shareholders' Resolution
Solvency Certificate
Solvency Test
Tax
Tax Act
Transaction Documents
Transfer Form
Warranties
Working Day
Clauses
Sale and Purchase
Consideration
Conditions Precedent
Completion Obligations
Representations and Warranties
Solvency Requirements
Regulatory Compliance
Board and Shareholder Approvals
Transfer of Shares
Payment Terms
Tax Matters
Confidentiality
Announcements
Securities Trading
Company Records
Indemnification
Further Assurance
Costs and Expenses
Notices
Assignment
Amendment
Waiver
Severability
Entire Agreement
Counterparts
Electronic Execution
Governing Law
Dispute Resolution
Force Majeure
Termination
Consideration
Conditions Precedent
Completion Obligations
Representations and Warranties
Solvency Requirements
Regulatory Compliance
Board and Shareholder Approvals
Transfer of Shares
Payment Terms
Tax Matters
Confidentiality
Announcements
Securities Trading
Company Records
Indemnification
Further Assurance
Costs and Expenses
Notices
Assignment
Amendment
Waiver
Severability
Entire Agreement
Counterparts
Electronic Execution
Governing Law
Dispute Resolution
Force Majeure
Termination
Relevant Industries
Financial Services
Investment Banking
Private Equity
Listed Companies
Family Businesses
Professional Services
Technology
Manufacturing
Retail
Real Estate
Mining and Resources
Healthcare
Agriculture
Relevant Teams
Legal
Finance
Corporate Secretariat
Treasury
Tax
Compliance
Corporate Development
Investor Relations
Board Secretariat
Risk Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Company Secretary
General Counsel
Legal Counsel
Corporate Lawyer
Finance Director
Treasury Manager
Board Director
Company Director
Corporate Secretary
Shareholder Relations Manager
Investment Manager
Corporate Finance Manager
Compliance Officer
Tax Manager
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