Share Redemption Agreement A Share Redemption Agreement outlines the terms for a company to redeem its own shares from shareholders, specifying redemption conditions and the purchase price per share.
1.1. Redemption of Shares
Subject to the terms and conditions of this Agreement, the Company shall redeem, and the Shareholders shall cause to be redeemed, an aggregate of 10,000 shares of the Company's issued and outstanding common stock, par value $0.01 per share (the "Redeemed Shares"), as more particularly described in Exhibit A attached hereto.
2.1. Purchase Price
The purchase price for the Redeemed Shares shall be $[__] per share (the "Purchase Price"), for an aggregate amount of $[__] (the "Aggregate Purchase Price").
The Aggregate Purchase Price shall be payable to each Shareholder in accordance with the respective amounts specified on Exhibit A, by wire transfer of immediately available funds to a bank account designated by each Shareholder, or by such other method of payment as the Company and the Shareholder may agree in writing.
3.1. Share Certificate and Transfer
At the Closing (as defined below), each Shareholder shall deliver to the Company the original share certificates representing the Redeemed Shares, duly endorsed in blank for transfer, or accompanied by duly executed stock powers, or, if the shares are uncertificated, such other instruments of transfer as may be necessary or appropriate. The Company shall cancel the Redeemed Shares upon completion of the Closing and record them as treasury shares.
The closing of the redemption of the Redeemed Shares (the "Closing") shall take place remotely by the exchange of documents and payments by wire transfer, unless the Company and the Shareholders otherwise agree in writing, no later than [_] days from the Effective Date of this Agreement, or such other date as may be mutually agreed upon in writing by the parties (the "Closing Date").
Any and all dividends, distributions, or other equity-related participation or rights in respect of the Redeemed Shares declared, distributed, or issued, as applicable, on or after the Effective Date that may be payable or deliverable to the Shareholder shall be paid or delivered directly to the Company and shall not increase the Purchase Price.
4.1. Representations and Warranties of the Shareholders
Each Shareholder hereby represents and warrants to the Company that:
4.2. Representations and Warranties of the Company
The Company represents and warrants to the Shareholder that:
5.1. Governing Law
This Agreement shall be governed by and construed in accordance with the internal laws of the United States and the State of [State], without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.
5.2. Dispute Resolution
Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach thereof, shall be exclusively settled through arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment upon the award rendered may be entered in any court having jurisdiction thereof.
6.1. Entire Agreement
This Agreement, including any exhibit, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior written or oral agreements made or entered into between the parties relating to the subject matter hereof.
This Agreement may be amended or modified only by a written instrument executed by the parties hereto.
6.3. Binding Effect
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.
This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
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In this Share Redemption Agreement, you will see the following sections:
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