The Equity Repurchase Agreement is commonly used when a company decides to reduce its outstanding shares, manage its capital structure, or provide an exit mechanism for shareholders. This document is particularly important in the United States where stock repurchases are subject to strict securities regulations and corporate governance requirements. The agreement typically includes specific provisions about valuation, payment terms, regulatory compliance, and timing of the transaction. It's essential for both private and public companies engaging in share buybacks, whether as part of a broader corporate strategy or in response to specific circumstances such as employee departures or shareholder exits.
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1. Parties: Identification of the company and selling stockholder(s)
2. Background: Context of the repurchase and current shareholding structure
3. Definitions: Key terms used throughout the agreement
4. Purchase and Sale: Core transaction terms including number of shares and price
5. Closing: Timing and mechanics of the transaction
6. Representations and Warranties: Standard declarations by both parties regarding authority, ownership, and compliance
7. Covenants: Ongoing obligations of the parties before and after closing
8. Conditions to Closing: Prerequisites that must be satisfied before the transaction can close
9. Termination: Circumstances under which the agreement may be terminated
10. Miscellaneous: Standard boilerplate provisions including governing law, notices, and amendments
1. Right of First Refusal: Provisions regarding pre-emptive rights of other shareholders, included when required by existing shareholder agreements
2. Employee-Specific Provisions: Special terms applicable when repurchasing shares from current or former employees
3. Tax Matters: Specific provisions regarding tax treatment and obligations, included when special tax considerations apply
4. Regulatory Compliance: Special provisions for compliance with specific regulations, included when the transaction triggers regulatory requirements
1. Schedule A - Share Certificate Details: Detailed information about the share certificates being transferred
2. Schedule B - Calculation of Purchase Price: Formula or methodology for determining the purchase price, if applicable
3. Schedule C - Required Approvals: List of all necessary corporate and regulatory approvals
4. Schedule D - Disclosure Schedule: Exceptions to representations and warranties made by the parties
5. Appendix 1 - Form of Stock Transfer: Standard form for executing the transfer of shares
6. Appendix 2 - Board Resolutions: Required corporate authorizations and approvals
Relevant legal definitions
Agreement
Applicable Law
Board
Business Day
Closing
Closing Date
Company
Company Securities
Confidential Information
Encumbrance
Exchange Act
Governmental Authority
Law
Material Adverse Effect
Person
Purchase Price
Purchased Shares
SEC
Securities Act
Selling Stockholder
Shares
Stock Certificate
Stock Power
Subsidiaries
Tax
Transaction Documents
Transfer
Transfer Agent
Applicable Law
Board
Business Day
Closing
Closing Date
Company
Company Securities
Confidential Information
Encumbrance
Exchange Act
Governmental Authority
Law
Material Adverse Effect
Person
Purchase Price
Purchased Shares
SEC
Securities Act
Selling Stockholder
Shares
Stock Certificate
Stock Power
Subsidiaries
Tax
Transaction Documents
Transfer
Transfer Agent
Clauses
Share Purchase
Purchase Price
Payment Terms
Closing Conditions
Representations and Warranties
Seller Representations
Company Representations
Covenants
Transfer Restrictions
Regulatory Compliance
Securities Law Compliance
Confidentiality
Tax Matters
Indemnification
Governing Law
Dispute Resolution
Notices
Amendment and Waiver
Assignment
Severability
Entire Agreement
Further Assurances
Expenses
Survival
Termination
Force Majeure
Counterparts
Purchase Price
Payment Terms
Closing Conditions
Representations and Warranties
Seller Representations
Company Representations
Covenants
Transfer Restrictions
Regulatory Compliance
Securities Law Compliance
Confidentiality
Tax Matters
Indemnification
Governing Law
Dispute Resolution
Notices
Amendment and Waiver
Assignment
Severability
Entire Agreement
Further Assurances
Expenses
Survival
Termination
Force Majeure
Counterparts
Relevant Industries
Relevant Teams
Relevant Roles
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