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Share Buyback Contract Template for Canada

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Key Requirements PROMPT example:

Share Buyback Contract

"I need a Share Buyback Contract for my private Canadian technology company to repurchase 10,000 common shares from a departing founder at $50 per share, with closing planned for March 2025."

Document background
A Share Buyback Contract is a critical document used when a corporation wishes to repurchase its own shares from existing shareholders in Canada. This agreement is essential for ensuring compliance with Canadian corporate law, including the Canada Business Corporations Act (CBCA) or relevant provincial legislation. The document is typically used during corporate restructuring, excess cash deployment, or when implementing shareholder exit strategies. It must address specific Canadian legal requirements such as corporate solvency tests, securities law compliance, and tax implications. The contract includes detailed terms about the purchase price, timing, representations and warranties, and closing conditions. For public companies, additional provisions regarding stock exchange rules and securities regulations must be incorporated.
Suggested Sections

1. Parties: Identification of the corporation and the selling shareholder(s)

2. Background: Context of the share buyback, including corporate authority and purpose

3. Definitions: Key terms used throughout the agreement

4. Purchase and Sale: Core terms of the buyback including number of shares, price, and payment terms

5. Closing: Timing and mechanics of the transaction closing

6. Conditions Precedent: Conditions that must be met before the buyback can proceed, including regulatory approvals

7. Representations and Warranties of the Corporation: Corporate authority, compliance with laws, and financial capacity to complete the buyback

8. Representations and Warranties of the Seller: Share ownership, authority to sell, and absence of encumbrances

9. Covenants: Ongoing obligations of both parties until closing

10. Tax Matters: Treatment of tax implications and responsibilities

11. Termination: Circumstances under which the agreement can be terminated

12. General Provisions: Standard legal provisions including notices, governing law, and amendment procedures

Optional Sections

1. Regulatory Compliance: Detailed section on securities law compliance requirements, needed for public companies

2. Staged Purchases: Terms for multiple closing dates, used when the buyback occurs in phases

3. Special Approval Requirements: Additional approval procedures, needed when required by articles or shareholders' agreement

4. Non-Competition: Restrictions on seller's future business activities, relevant for significant shareholders

5. Confidentiality: Detailed confidentiality provisions, important for private companies or sensitive transactions

6. Shareholder Rights: Special rights retained by seller, relevant when partial shareholding is maintained

Suggested Schedules

1. Schedule A - Share Details: Detailed description of shares being purchased including share certificate numbers

2. Schedule B - Purchase Price Calculation: Formula or methodology for determining the purchase price

3. Schedule C - Closing Documents: List of all documents required for closing

4. Schedule D - Corporate Resolutions: Copies of board and shareholder resolutions authorizing the buyback

5. Schedule E - Regulatory Approvals: Copies or details of required regulatory approvals

6. Appendix 1 - Form of Share Transfer: Standard form for share transfer documentation

7. Appendix 2 - Solvency Certificate: Form of certificate confirming corporate solvency pre-closing

Authors

Alex Denne

Head of Growth (Open Source Law) @ ºÚÁÏÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions



































Clauses






























Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Energy

Mining

Real Estate

Healthcare

Telecommunications

Professional Services

Consumer Goods

Transportation & Logistics

Relevant Teams

Legal

Finance

Corporate Secretariat

Treasury

Compliance

Corporate Development

Investor Relations

Board of Directors

Executive Management

Tax

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

General Counsel

Legal Counsel

Corporate Lawyer

Finance Director

Treasury Manager

Board Director

Company Secretary

Compliance Officer

Financial Controller

Investment Manager

Shareholder Relations Manager

Corporate Development Manager

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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