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Shareholder Transfer Agreement
"I need a Shareholder Transfer Agreement for transferring 25% of shares from a retiring founder to two existing shareholders equally, with payment to be made in three installments over 6 months starting March 2025."
1. Parties: Identification of the transferor(s), transferee(s), and the corporation whose shares are being transferred
2. Background: Recitals explaining the context of the transfer and current shareholding structure
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Agreement to Transfer: Core provision detailing the agreement to transfer the shares
5. Purchase Price and Payment: Details of the consideration and payment terms for the share transfer
6. Completion: Requirements and mechanics for completing the transfer, including timing and delivery of documents
7. Representations and Warranties of the Transferor: Transferor's confirmations regarding ownership, authority to sell, and share status
8. Representations and Warranties of the Transferee: Transferee's confirmations regarding authority to purchase and financial capacity
9. Covenants: Ongoing obligations of the parties before and after completion
10. Tax Matters: Allocation of tax liabilities and responsibilities related to the transfer
11. Confidentiality: Obligations regarding confidential information
12. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
13. Execution: Signature blocks and execution requirements
1. Regulatory Approvals: Required when the transfer needs specific regulatory clearances
2. Third Party Consents: When transfer requires consent from other shareholders or third parties
3. Non-Competition: Restrictions on transferor's future business activities, if applicable
4. Earn-out Provisions: When part of purchase price is contingent on future performance
5. Employee Matters: When transferor is also an employee/director and employment arrangements need addressing
6. Intellectual Property: When IP rights are particularly relevant to the share value
7. Foreign Investment Provisions: When transfer involves foreign buyers and Investment Canada Act applies
8. Competition Compliance: When transfer size requires competition law considerations
1. Share Details: Details of shares being transferred including share certificates numbers and class
2. Purchase Price Calculation: Detailed breakdown of how purchase price was calculated
3. Completion Obligations: Checklist of documents and actions required at completion
4. Warranties: Detailed warranties given by transferor about the company and shares
5. Corporate Information: Key corporate details including shareholding structure pre and post-transfer
6. Board Resolutions: Required board approvals for the transfer
7. Transfer Forms: Share transfer forms to be executed
8. Disclosure Letter: Disclosures against warranties given by transferor
Authors
Financial Services
Technology
Manufacturing
Real Estate
Professional Services
Retail
Healthcare
Energy
Mining
Transportation
Agriculture
Construction
Telecommunications
Education
Media and Entertainment
Legal
Finance
Corporate Secretariat
Compliance
Corporate Governance
Executive Leadership
Board of Directors
Shareholder Relations
Tax
Mergers & Acquisitions
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
General Counsel
Legal Counsel
Corporate Lawyer
Finance Director
Investment Manager
Compliance Officer
Board Director
Company Secretary
Shareholder Relations Manager
Corporate Governance Officer
Managing Director
Transaction Manager
M&A Manager
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