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Share Transfer Agreement Private Company
"I need a Share Transfer Agreement Private Company for transferring 40% of shares in my technology startup to a new investor, with completion scheduled for March 2025 and including earn-out provisions based on revenue targets."
1. Parties: Identifies the transferor, transferee, and the company whose shares are being transferred
2. Background: Sets out the context of the transfer, including current ownership of shares and intention to transfer
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles
4. Agreement to Sell and Purchase: Core provision establishing the agreement to transfer the shares
5. Purchase Price and Payment: Specifies the consideration and payment terms for the share transfer
6. Conditions Precedent: Lists any conditions that must be satisfied before completion can occur
7. Completion: Details the mechanics of completion, including timing, location, and actions required
8. Seller's Warranties: Warranties given by the seller regarding title to shares, authority to sell, and company status
9. Buyer's Warranties: Basic warranties from the buyer regarding authority and capacity to purchase
10. Confidentiality: Obligations to keep the transaction and company information confidential
11. Notices: Specifies how formal notices under the agreement must be given
12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Tax Indemnity: Include when specific tax risks need to be allocated between the parties
2. Non-Competition: Include when the seller needs to be restricted from competing post-sale
3. Security for Payment: Include when the purchase price is paid in installments or subject to adjustments
4. Board Changes: Include when the transfer involves changes to company management
5. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
6. Pre-emptive Rights Waiver: Include when other shareholders have pre-emptive rights that need to be addressed
7. Outstanding Loans: Include when dealing with shareholder loans or company debt
8. Post-Completion Covenants: Include when specific actions are required after completion
1. Share Details: Details of the shares being transferred including class, numbers, and distinctive numbers if any
2. Company Information: Key details about the company including corporate information and financial position
3. Warranties: Detailed warranties about the company and its business
4. Completion Obligations: Detailed list of documents and actions required at completion
5. Form of Share Transfer: The statutory form of transfer required by the company
6. Existing Encumbrances: List of any security interests or encumbrances affecting the shares
7. Required Consents: List of third-party consents required for the transfer
8. Disclosure Letter: Seller's disclosures against the warranties
Authors
Financial Services
Professional Services
Technology
Manufacturing
Retail
Healthcare
Real Estate
Construction
Mining
Agriculture
Transport and Logistics
Education
Hospitality
Media and Entertainment
Energy and Resources
Legal
Finance
Corporate Secretarial
Mergers & Acquisitions
Corporate Advisory
Compliance
Corporate Governance
Business Development
Executive Leadership
Investment
Chief Executive Officer
Chief Financial Officer
Company Secretary
Corporate Lawyer
Legal Counsel
Managing Director
Finance Director
Company Director
Shareholder
Investment Manager
Corporate Advisory Manager
Mergers & Acquisitions Manager
Business Development Manager
Transaction Manager
Compliance Officer
Corporate Governance Manager
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