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The Transfer Of Shares Agreement is a crucial legal instrument used in Pakistani corporate transactions when ownership of company shares needs to be transferred from one party to another. This document is essential for both private and public companies operating under Pakistani law, particularly in compliance with the Companies Act 2017. It's typically used in situations including business acquisitions, corporate restructuring, succession planning, or strategic investments. The agreement comprehensively covers all aspects of the share transfer, including valuation, payment terms, warranties, and regulatory compliance requirements. It's particularly important in the Pakistani context due to specific legal requirements for share transfers, including stamp duty obligations, securities regulations, and foreign exchange considerations where applicable. The document serves as both a legally binding contract and a record of the transaction for corporate and regulatory purposes.

1. Parties: Identification of the Transferor(s) and Transferee(s) with complete legal names and addresses

2. Background: Context of the transaction, including details of the company whose shares are being transferred and current shareholding structure

3. Definitions: Key terms used throughout the agreement including 'Shares', 'Completion Date', 'Purchase Price', etc.

4. Sale and Purchase of Shares: Core transaction terms including number of shares, class of shares, and agreement to sell and purchase

5. Purchase Price: Details of the consideration, payment terms, and payment method

6. Completion: Timing and logistics of the transfer completion, including actions required at completion

7. Seller's Warranties: Representations and warranties from the seller regarding ownership, authority to sell, and status of shares

8. Buyer's Warranties: Basic warranties from the buyer regarding authority and capacity to purchase

9. Pre-Completion Obligations: Actions required between signing and completion, including any conditions precedent

10. Confidentiality: Obligations regarding confidential information and announcement restrictions

11. Notices: Process and details for serving notices under the agreement

12. Governing Law and Jurisdiction: Specification of Pakistani law as governing law and jurisdiction for disputes

13. General Provisions: Standard boilerplate clauses including entire agreement, variations, and severability