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Stock Redemption Agreement

This Stock Redemption Agreement outlines the terms and conditions under which a company agrees to repurchase its own shares from a shareholder. It is used when a shareholder wishes to sell their shares back to the company.

Updated 15d ago
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Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

STOCK REDEMPTION AGREEMENT

This Stock Redemption Agreement (the “Agreement”) is made and entered into on this {{day}} day of {{month}}, {{year}}, by and between:

{{company_name}}, a company duly incorporated and registered under the laws of {{jurisdiction}}, with its registered office at {{company_address}} (hereinafter referred to as “the Company”);

AND

{{shareholder_name}}, an individual residing at {{shareholder_address}} / a company duly incorporated and registered under the laws of {{jurisdiction}}, with its registered office at {{shareholder_address}} (hereinafter referred to as “the Shareholder”).

RECITALS

WHEREAS, the Shareholder is the registered and beneficial owner of {{number_of_shares}} ordinary shares in the capital of the Company (hereinafter referred to as “the Shares”);

WHEREAS, the Shareholder desires to sell, and the Company desires to redeem, the Shares on the terms and conditions hereinafter set forth;

WHEREAS, the board of directors of the Company has duly authorized the redemption of the Shares in accordance with its constitutive documents and applicable law.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. REDEMPTION OF SHARES

1.1. The Shareholder hereby agrees to sell, and the Company hereby agrees to redeem, all of the Shares, free from all liens, charges, encumbrances, and any third-party rights, with effect from the Redemption Date.

1.2. The redemption shall comprise {{number_of_shares}} ordinary shares held by the Shareholder.

1.3. The effective date of the redemption shall be {{redemption_date}} (hereinafter referred to as “the Redemption Date”).

2. REDEMPTION PRICE

2.1. In consideration for the redemption of the Shares, the Company shall pay to the Shareholder a total redemption price of {{currency}} {{redemption_price}} ({{redemption_price_words}}) (hereinafter referred to as “the Redemption Price”).

2.2. The Redemption Price shall be paid by the Company to the Shareholder on or before the Redemption Date to a bank account designated by the Shareholder in writing.

2.3. The Redemption Price has been determined by {{valuation_method}} as agreed between the parties.

3. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER

3.1. The Shareholder represents and warrants to the Company that:

a) The Shareholder is the sole legal and beneficial owner of the Shares and has the full right, power, and authority to sell, transfer, and deliver the Shares to the Company.

b) The Shares are free and clear of all liens, encumbrances, and any adverse claims.

c) The Shareholder has complied with all applicable laws and regulations regarding the holding and disposition of the Shares.

4. COVENANTS OF THE PARTIES

4.1. The Shareholder undertakes to execute all such documents and do all such things as may be necessary to effect the transfer of the Shares to the Company’s name, or for their cancellation, as required by law or the Company’s constitutive documents.

4.2. The Company undertakes to make all necessary filings and update its register of shareholders to reflect the redemption of the Shares in accordance with applicable laws.

5. INDEMNIFICATION

5.1. The Shareholder shall indemnify and hold harmless the Company from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with any breach of the Shareholder’s representations, warranties, or covenants contained in this Agreement.

6. TERMINATION OF SHAREHOLDER RIGHTS

6.1. Upon the Redemption Date and payment of the Redemption Price, the Shareholder shall cease to have any rights as a shareholder of the Company with respect to the Shares, including but not limited to, voting rights, rights to receive dividends, and rights to participate in any distributions.

7. GOVERNING LAW AND JURISDICTION

7.1. This Agreement shall be governed by and construed in accordance with the laws of {{governing_jurisdiction}}.

7.2. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of {{governing_jurisdiction}}.

8. ENTIRE AGREEMENT

8.1. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.

8.2. No amendment or modification of this Agreement shall be valid or binding unless made in writing and signed by both parties.

SIGNATURES

IN WITNESS WHEREOF, the parties have executed this Stock Redemption Agreement on the date first written above.

FOR AND ON BEHALF OF {{company_name}}

_____________________________

Name: {{company_signatory_name}}

Title: {{company_signatory_title}}

Date: {{signature_date}}

FOR AND ON BEHALF OF {{shareholder_name}}

_____________________________

Name: {{shareholder_signatory_name}}

Title: {{shareholder_signatory_title}}

Date: {{signature_date}}

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