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Shareholder Transfer Agreement
"I need a Shareholder Transfer Agreement for transferring 25% of shares in my tech startup to a new investor, with special provisions for board representation and pre-emptive rights for existing shareholders."
1. Parties: Identification of the transferor(s), transferee(s), and the company whose shares are being transferred
2. Background: Context of the transaction, including current shareholding structure and reason for transfer
3. Definitions: Key terms used throughout the agreement including Share, Transfer Date, Completion, etc.
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Any conditions that must be met before the transfer can proceed
6. Completion: Details of when, where and how completion will take place, including required actions and documents
7. Warranties and Representations: Standard warranties from both transferor and transferee regarding capacity, ownership, and authority
8. Company Covenants: Obligations of the company regarding the registration of transfer and updating of records
9. Confidentiality: Provisions regarding confidentiality of the transaction and related information
10. General Provisions: Standard boilerplate clauses including notices, governing law, and dispute resolution
1. Tag-Along Rights: Include when existing shareholders should have the right to join in the sale on same terms
2. Drag-Along Rights: Include when majority shareholders should have the right to force minority shareholders to join in a sale
3. Pre-emptive Rights Waiver: Include when existing shareholders' pre-emptive rights need to be formally waived
4. Non-Competition: Include when the transferor should be restricted from competing post-transfer
5. Tax Indemnity: Include when specific tax risks need to be allocated between parties
6. Regulatory Approval: Include when transfer requires specific regulatory approvals (e.g., OIO consent)
1. Share Details: Details of shares being transferred including class, numbers, and distinctive numbers if applicable
2. Purchase Price Calculation: Detailed breakdown of how the purchase price was calculated
3. Completion Checklist: List of all documents and actions required at completion
4. Warranties: Detailed warranties given by transferor regarding the shares and company
5. Existing Shareholders Agreement: Copy of or relevant excerpts from existing shareholders agreement
6. Board Resolution: Pro-forma board resolution approving the transfer
Authors
Financial Services
Professional Services
Technology
Manufacturing
Retail
Healthcare
Real Estate
Construction
Agriculture
Mining
Energy
Telecommunications
Transport and Logistics
Education
Hospitality
Legal
Corporate Secretariat
Finance
Compliance
Corporate Governance
Investment
Business Development
Board Secretariat
Mergers and Acquisitions
Executive Leadership
Chief Executive Officer
Chief Financial Officer
Company Secretary
Corporate Lawyer
Legal Counsel
Commercial Director
Investment Manager
Corporate Governance Manager
Compliance Officer
Business Development Manager
Financial Controller
Board Director
Company Director
Shareholder Relations Manager
Transaction Manager
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