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Transfer Agency Agreement
"I need a Transfer Agency Agreement for a newly public Canadian tech company planning to list on the TSX in March 2025, with particular emphasis on electronic record-keeping and DRS capabilities."
1. Parties: Identification of the issuer and the transfer agent
2. Background: Context of the agreement and brief description of the parties' intentions
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Authority: Formal appointment of the transfer agent and scope of authority
5. Services: Core transfer agency services to be provided
6. Duties and Responsibilities: Detailed obligations of the transfer agent
7. Issuer's Obligations: Responsibilities and obligations of the issuer
8. Compliance Requirements: Regulatory compliance obligations and requirements
9. Fees and Expenses: Payment terms, fee structure, and expense reimbursement
10. Confidentiality: Confidentiality obligations and data protection requirements
11. Liability and Indemnification: Limitation of liability and mutual indemnification provisions
12. Term and Termination: Duration of agreement and termination provisions
13. Force Majeure: Provisions for unforeseen circumstances and force majeure events
14. Governing Law: Applicable law and jurisdiction
15. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Electronic Services: Specific provisions for electronic transfer and record-keeping services, used when electronic services are part of the scope
2. Dividend Services: Detailed provisions for dividend processing and payment services, included when dividend services are required
3. Corporate Actions: Procedures for handling corporate actions, included when corporate action services are part of the scope
4. Foreign Securities: Additional provisions for handling non-Canadian securities, used when international securities are involved
5. Business Continuity: Detailed disaster recovery and business continuity requirements, included for critical service arrangements
6. Proxy Services: Provisions for proxy distribution and tabulation services, included when proxy services are required
7. Sub-Contractors: Terms governing the use of sub-contractors, included when sub-contractors will be used
8. Insurance Requirements: Specific insurance coverage requirements, included for high-value or high-risk services
1. Schedule A - Services Description: Detailed description of all transfer agency services to be provided
2. Schedule B - Fee Schedule: Comprehensive fee structure and payment terms
3. Schedule C - Service Levels: Service level agreements and performance metrics
4. Schedule D - Operational Procedures: Detailed operational procedures and protocols
5. Schedule E - System Requirements: Technical specifications and system requirements
6. Schedule F - Security Procedures: Security protocols and procedures
7. Schedule G - Contact Information: Key contacts and escalation procedures
8. Appendix 1 - Required Forms: Standard forms used in transfer agency services
9. Appendix 2 - Compliance Requirements: Detailed regulatory compliance requirements and procedures
Authors
Financial Services
Banking
Investment Management
Securities Services
Corporate Services
Technology and Software
Mining and Resources
Real Estate Investment Trusts
Energy
Telecommunications
Healthcare
Manufacturing
Legal
Finance
Compliance
Corporate Secretariat
Treasury
Shareholder Services
Operations
Risk Management
Corporate Actions
Investor Relations
Regulatory Affairs
Corporate Secretary
Chief Financial Officer
Legal Counsel
Compliance Officer
Transfer Agent Operations Manager
Securities Administrator
Shareholder Services Manager
Corporate Governance Officer
Finance Director
Regulatory Affairs Manager
Operations Director
Risk Manager
Treasury Manager
Corporate Actions Specialist
Investor Relations Manager
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