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1. Parties: Identification of the company and the selling shareholders
2. Background: Context of the agreement including company details and reason for repurchase
3. Definitions: Definitions of key terms used throughout the agreement
4. Repurchase Terms: Details of shares being repurchased, including number, class, and price
5. Payment Terms: Method, timing, and conditions of payment
6. Closing: Closing date, deliverables, and procedural requirements
7. Representations and Warranties: Statements of fact by both parties regarding their capacity, authority, and share ownership
8. Conditions Precedent: Conditions that must be met before the repurchase can proceed
9. Compliance with Laws: Confirmation of compliance with Companies Act 2017 and other relevant legislation
10. Tax Matters: Allocation of responsibility for taxes arising from the transaction
11. Confidentiality: Obligations regarding confidential information
12. Notices: Process for giving formal notices under the agreement
13. Governing Law and Jurisdiction: Specification of Pakistani law and jurisdiction
14. General Provisions: Standard boilerplate clauses including amendments, waiver, and severability
1. Regulatory Approvals: Required when the repurchase needs specific regulatory clearances
2. Shareholder Approval: Required when shareholder approval is needed under Companies Act
3. Stock Exchange Requirements: Required for listed companies subject to stock exchange regulations
4. Employee Matters: Required when repurchase involves employee shares or stock options
5. Competition Compliance: Required for large transactions subject to competition law
6. Security Interest: Required if shares are subject to any liens or encumbrances
7. Installment Payments: Required when payment is to be made in installments
8. Tag-Along Rights: Required when other shareholders have tag-along rights
1. Schedule of Shares: Detailed description of shares being repurchased including share certificates
2. Corporate Authorizations: Board and shareholder resolutions authorizing the repurchase
3. Calculation of Purchase Price: Method and calculations used to determine the repurchase price
4. Closing Checklist: List of documents and actions required for closing
5. Form of Transfer Instruments: Template share transfer forms and other required documentation
6. Regulatory Filings: Forms and notifications required for SECP and other authorities
7. Tax Calculations: Details of applicable taxes and calculations
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