Stock buyback agreement template

Stock buyback agreement template

Posted: billidean Date of post: 09.07.2017

NOW, THEREFORE, in consideration of the promises, covenants and agreements herein contained, the parties agree as follows: The Repurchase Amount shall be paid by cash, check or wire transfer of immediately available funds to an account or accounts to be designated by the Stockholder.

stock buyback agreement template

The Company shall be entitled to deduct and withhold from the Repurchase Amount such amounts as it may be required to deduct and withhold with respect to the making of such payment under the U. Internal Revenue Code of , as amended, or any provision of foreign, state or local tax law.

To the extent that amounts are so withheld by the Company, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Stockholder.

In connection with the transactions provided for hereby, the Stockholder represents and warrants to the Company as follows: The Stockholder has good and marketable right, title and interest legal and beneficial in and to all of the Shares, free and clear of all liens, pledges, security interests, charges, claims, equity or encumbrances of any kind.

Upon paying for the Shares in accordance with this Agreement, the Company will acquire good and marketable title to the Shares, free and clear of all liens, pledges, security interests, charges, claims, equity or encumbrances of any kind. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach by the Stockholder of, or constitute a default by the Stockholder under, any agreement, instrument, decree, judgment or order to which the Stockholder is a party or by which the Stockholder may be bound.

The Stockholder is capable of evaluating the potential risks and benefits of the sale hereunder of the Shares. The Stockholder has received all of the information that the Stockholder considers necessary or appropriate for deciding whether to sell the Shares hereunder and perform the other transactions contemplated hereby. The Stockholder further represents that the Stockholder has had an opportunity to ask questions and receive answers from the Company regarding the business, properties, prospects and financial condition of the Company and to seek from the Company such additional information as the Stockholder has deemed necessary to verify the accuracy of any such information furnished or otherwise made available to the Stockholder by or on behalf of the Company.

Form of Common Stock Repurchase Agreement

The Stockholder acknowledges that the Stockholder will have no future participation in any Company gains, losses, profits or distributions with respect to the Shares. The Stockholder is relying solely on such advisers and not on any statements or representations of the Company or any of its agents. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties including transferees of any Shares.

stock buyback agreement template

Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, except the choice-of-law provisions thereof.

This Agreement contains the entire understanding of the parties, and there are no further or other agreements or understandings, written or oral, in effect between the parties relating to the subject matter hereof, except as expressly referred to herein. Any term of this Agreement may be amended, and the observance of any term of this Agreement may be waived either generally or in a particular instance and either retroactively or prospectively , only with the written consent of the Stockholder and the Company.

stock buyback agreement template

Each party hereto agrees to execute any additional documents and to take any further action as may be necessary or desirable in order to implement the transactions contemplated by this Agreement.

The representations and warranties herein shall survive the Closing. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

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This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, each of the parties has executed this Stock Repurchase Agreement as of the day and year first above written.

FOR VALUE RECEIVED, the Stockholder hereby sells, assigns and transfers unto Synacor, Inc. This Assignment Separate from Certificate was executed pursuant to the terms of that certain Stock Repurchase Agreement by and between Synacor, Inc.

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