A Buyback Agreement (Off-Market Shares) under UK law is a legal template that establishes the terms and conditions under which a company can repurchase its own shares from existing shareholders in a private, off-market transaction. This agreement outlines the rights, obligations, and procedures that both the company and the selling shareholder must adhere to during the buyback process. It covers various aspects such as the number and price of shares to be repurchased, payment terms, disclosure requirements, transfer restrictions, representations and warranties, and any other specific provisions relevant to the buyback. This legal template ensures compliance with UK laws and regulations governing share buybacks, protecting the rights and interests of both the company and the selling shareholders. It serves as a legally binding document that facilitates a smooth and transparent transaction, providing clarity and certainty for all parties involved in the share repurchase agreement.