Equity Repurchase Agreement Template for Philippines

The Equity Repurchase Agreement is a crucial document used when a Philippine corporation wishes to buy back its own shares from existing shareholders. This type of agreement is commonly utilized for various corporate purposes, including capital structure optimization, excess cash deployment, or as part of employee stock ownership plan exits. The document must comply with the Revised Corporation Code of the Philippines, SEC regulations, and other relevant Philippine laws. It typically includes detailed provisions on share valuation, payment mechanisms, regulatory approvals, and tax implications. The agreement is particularly important in ensuring that the share repurchase is properly documented and executed in accordance with Philippine corporate law requirements, protecting both the company's and shareholders' interests.

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

2. Background: Context of the share repurchase, including details of the original shareholding

3. Definitions: Key terms used throughout the agreement, including specific Philippine legal and regulatory terms

4. Agreement to Sell and Purchase: Core transaction terms including number of shares, class of shares, and agreement to transfer

5. Purchase Price: Specified price per share and total consideration, including any valuation mechanisms

6. Completion: Details of when and how the transfer will be completed, including delivery of share certificates

7. Conditions Precedent: Required approvals, including board resolutions and regulatory clearances under Philippine law

8. Seller's Representations and Warranties: Standard and Philippines-specific warranties regarding share ownership and authority to sell

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

10. Tax Provisions: Responsibilities for Philippine taxes including capital gains tax and documentary stamp tax

11. Confidentiality: Obligations to keep the transaction and its terms confidential

12. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes

13. General Provisions: Standard boilerplate clauses adapted to Philippine law requirements