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Share Buyback Agreement
"I need a Share Buyback Agreement under Philippine law for my private technology company to repurchase 10,000 common shares from a departing founder-shareholder, with payment to be made in three installments over 6 months starting March 2025."
1. Parties: Identification of the company purchasing its shares and the selling shareholder(s)
2. Background: Context of the share buyback, including corporate authorizations and relevant board/shareholder resolutions
3. Definitions: Definition of key terms used throughout the agreement
4. Sale and Purchase: Core terms of the buyback including number of shares, price, and completion mechanics
5. Purchase Price and Payment: Detailed terms of consideration and payment method
6. Conditions Precedent: Prerequisites that must be satisfied before the buyback can complete
7. Completion: Process and requirements for closing the transaction
8. Seller's Warranties: Representations and warranties from the selling shareholder(s)
9. Company's Warranties: Representations and warranties from the company
10. Tax Matters: Allocation of tax liabilities and responsibilities
11. Confidentiality: Obligations regarding confidential information
12. Notices: Process for formal communications between parties
13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.
14. Execution: Signature blocks and execution formalities
1. Regulatory Compliance: Required for listed companies or when specific regulatory approvals are needed
2. Security Interest: Used when shares are subject to any existing security interest that needs to be released
3. Non-Competition: Included when the selling shareholder is a key person or competitor
4. Installment Payments: Required when the purchase price is to be paid in installments
5. Tag-Along Rights: Included when other shareholders have tag-along rights that need to be addressed
6. Employee Matters: Required when the selling shareholder is also an employee/director
7. Shareholder Approval: Needed when specific shareholder approval requirements apply
1. Share Details: Details of shares being purchased including share certificates, class, and distinctive numbers
2. Corporate Authorizations: Copies of board resolutions, shareholder resolutions, and other corporate approvals
3. Completion Requirements: Detailed list of documents and actions required for completion
4. Form of Transfer Instruments: Template share transfer forms and other required documentation
5. Existing Encumbrances: List of any existing encumbrances on the shares
6. Payment Schedule: Details of payment terms if paid in installments
7. Tax Calculations: Breakdown of applicable taxes and calculations
Authors
Board
Business Day
Closing
Closing Date
Company
Completion
Conditions Precedent
Confidential Information
Consideration
Corporate Records
Disclosure Letter
Encumbrance
Event of Default
Governmental Authority
Law
Material Adverse Change
Notice
Parties
Philippine SEC
PSE
Purchase Price
Revised Corporation Code
Sale Shares
Securities Regulation Code
Seller
Share Certificates
Shareholders Resolution
Signing Date
Subsidiary
Tax
Transaction Documents
Transfer
Treasury Shares
Warranties
Working Hours
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Seller's Warranties
Company's Warranties
Tax Covenants
Confidentiality
Regulatory Compliance
Corporate Authority
Share Transfer
Encumbrances
Indemnification
Notices
Force Majeure
Assignment
Amendments
Severability
Entire Agreement
Governing Law
Dispute Resolution
Costs and Expenses
Further Assurance
Counterparts
Termination
Financial Services
Banking
Technology
Manufacturing
Real Estate
Retail
Telecommunications
Energy
Mining
Healthcare
Consumer Goods
Professional Services
Transportation
Construction
Legal
Finance
Corporate Secretarial
Treasury
Compliance
Corporate Finance
Risk Management
Board of Directors
Investor Relations
Corporate Communications
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Finance Director
Treasury Manager
Compliance Officer
Corporate Finance Manager
Investment Relations Officer
Board Director
Company Secretary
Financial Controller
Managing Director
Shareholder Relations Manager
Risk Management Officer
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