A company buys back its shares from the market because the company`s management believes that the shares currently on the market are undervalued. By buying back a portion of the shares, the company can increase the value of all remaining shares. This share repurchase agreement (this „agreement“) will be concluded from December 10, 2019 by and between Primoris Services Corporation, a Delaware Corporation („Buyer“), and the shareholders of the Schedule A buyer (together the „sellers“). You need to change paragraph 3.2 to add yellow the text relevant to your business. The wording depends on whether the shareholder agreement has not yet been obtained. A copy of the agreement must be kept with shareholders for a period of at least ten years from the date of completion of the repurchase or the date of the contract. The clauses of the boiler platform are often standard, and most are generally not heavily negotiated. However, they are important because many contractual disputes depend on the development of modular clauses such as whole contractual clauses. Clause 5 (Other Guarantee) This clause is intended to ensure that the seller must take all necessary measures to effect the agreement. It can be useful in dealing with unforeseen problems that may arise after conclusion. In reality, the company will have control of the process and should therefore have nothing to do after closing. Clause 4 (Guarantees) Guarantees are indeed contractual promises that a given allegation is true.
Clause 4.1 means that the seller contractually agrees to enter into this contract without the agreement of another person and is the sole owner of the shares. Clauses 8 to 14 (boilerplate clauses) Clauses 8-9 of the share repurchase agreement are called „boilerplate“ clauses. This type of provision is repeated in all types of contracts and is responsible for regulating the expiry of contracts. Clause 2 (shareholder authorization) This clause is an optional clause that requires shareholders` agreement on the share repurchase agreement in the form of an ordinary decision (shareholders who make a decision holding more than 50% of the capital of the voting company) and should be included if shareholders` agreement has not yet been obtained. If this is the case, the background note (D) should be deleted because it is not applied. Clause 4.2 implies that both parties promise each other that they will have the power and authority to conclude the agreement by the date of this agreement and that they will be able to execute and provide the agreements and documents in question. Clause 3 (sale and acquisition of shares) paragraph 3.1 confirms the amount of consideration per share, which the company will pay the seller for the shares, while paragraph 3.2 confirms when the sale and purchase of the shares take place and what must be done after the completion date.