This share transfer
Agreement (the “Agreement”) sets out the terms and conditions upon which
[TRANSFEROR NAME] (the “Transferor”), being a
Company
duly registered under the laws of [STATE] with registered number [REGISTERED
NUMBER] and having its registered address at [REGISTERED ADDRESS], will
transfer certain shares held by him to [TRANSFEREE NAME] (the “Transferee”),
being a Company duly registered under the laws of [STATE] with registered
number [REGISTERED NUMBER] and having its registered address at [REGISTERED
ADDRESS] (together, the “Parties”).
WHEREAS,
the Transferor is the registered proprietor of those shares or stocks set out
in Schedule A (the “Shares”).
WHEREAS,
the Transferor is desirous of transferring the Shares to the Transferee on such
terms as are set out throughout this share transfer Agreement.
WHEREAS,
the Transferee for his part is desirous of acquiring the Shares on such terms
as are set out in this share transfer Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED as
follows:
1.
TRANSFER
OF SHARES It is agreed that:
1.1
the Transferor transfers
absolutely all title over the Shares to the Transferee in consideration of that
amount set out in clause 2.
1.2
the transfer is absolute and
includes all rights and obligations connected to the Shares including but not
limited to all rights to dividends, capital and voting rights and for avoidance
of doubt any dividends which are due but not yet paid will become due and be
paid to the Transferee.
1.3
the transfer is effective on
the execution of this share transfer Agreement and payment of the amount set
out in clause 2.
2. TRANSFER PRICE
It is agreed that the Shares shall be transferred for the price of [PRICE].
3. COST OF TRANSFER
It is agreed that the cost of registering the transfer of the Shares (if any)
will be borne by the Transferee.
4. EFFECT OF LACK OF FORMALITY
It is agreed that should the envisaged transfer of shares fail tos be effective
due to a lack of formality (including but not limited to a failure to register
the transfer correctly in the registers of the company or due to a refusal by
the directors of the company whose Shares are being transferred) then the
effect shall be the transfer of all beneficial interest in the Shares to the
Transferee by the creation of a trust in favour of the Transferee as
beneficiary in which the Shares comprise the subject, and the Transferor is the
trustee.
5.
WARRANTIES
AND INDEMNITIES It is agreed that:
5.1
The Transferor warrants that
he is the true owner of the Shares and is absolutely entitled to all of their
benefit.
5.2
The Transferor warrants that
he is not acting as a nominee or trustee and that no other rights exist in
connection with the Shares.
5.3
The Transferor warrants that
no charge or other obligation exists over the shares whether or not registered
and they are completely unencumbered (excepting any obligation to payment of
capital in the case of part paid shares).
5.4
Each Party hereby declares
that they have all necessary powers and approvals to enter into this share
transfer Agreement.
5.5
Each Party hereby declares
that they are not aware of any matter within their control which might have any
negative or adverse effect upon the performance of their obligations under this
share transfer Agreement.
5.6
The rights, benefits,
liabilities and responsibilities contained within the terms of this share transfer
Agreement can be assigned by any Party with the prior written agreement of the
other Party.
5.7
Any delay or failure to
enforce the terms of this share transfer Agreement and any delay to act on a
breach of its term by any party does not constitute a waiver of those rights.
5.8
Each Party hereby warrants
that they will not do any action which might harm, hinder or negatively affect
the duties of the other Party set out within this share transfer Agreement.
5.9
The Parties hereby
irrevocably warrant that they accept the exclusive jurisdiction laws and courts
of that jurisdiction set out in clause 8 below.
5.10
Except if it is clear from
the wording of a clause and with regard to the whole of the share transfer
Agreement that a specific clause is intended to mean otherwise than: any words
which are in the singular only will be deemed to include the plural (and vice
versa) and any words denoted in a specific gender will be deemed to include all
genders and any terms which denote any form of person or people shall be deemed
to include both legal persons (such as companies) as well as natural person
(and vice versa).
5.11
The heading titles contained
within in this share transfer Agreement are included as an drafting reference
only and for ease of reference, they do not comprise part of the share transfer
Agreement.
5.12
This share transfer
Agreement may be executed in more than one language by agreement between the
Parties and if there arises some conflict between the various translation of
this share transfer Agreement then the English version shall prevail.
5.13
In the event that any clause
(or any part of any clause) shall be deemed to be illegal or invalid by a
competent court or other legal authority then this shall have the effect of
invalidity and striking out only that clause (or any part of any clause) only
and shall not invalidate this share transfer Agreement in its entirety.
5.14
This share transfer
Agreement can be executed either in one original or in more than one
counterpart.
5.15
This share transfer
Agreement is binding on both Parties by virtue of the conduct of both parties
and in spite of any defect or error in the formality of its execution.
5.16
The Transferor hereby
irrevocably indemnifies and agrees to keep indemnified and hold harmless the
Transferee against any and all losses howsoever caused arising from a breach of
the warranties or other terms of this share transfer Agreement.
6. VARIATION
This share transfer Agreement may be varied and any variation must be made in
writing by both Parties.
7. NOTICES
Notices served pursuant to any term of this share transfer Agreement must be
served in writing and will be served only if it handed from one Party to
another in person or if delivered to the address for service of the Party in question.
Notices may only be served and delivered in English.
8.
GOVERNING
LAW, DISPUTES AND ARBITRATION It is agreed that:
8.1
This share transfer
Agreement is made under the exclusive jurisdiction of the laws of [STATE AND
COUNTRY].
8.2
Disputes under this share
transfer Agreement are subject to the exclusive jurisdiction of the courts of
[STATE AND COUNTRY].
8.3
Notwithstanding the terms of
8.2 both Parties agree that in the event of a dispute they will enter into
arbitration before the International Chamber of Commerce before a single
arbitrator whose decision shall be final.
IN
WITNESS WHEREOF, each of the Parties has executed this share transfer
Agreement:
[TRANSFEROR]
_________________________________ ______________
[NAME], [TITLE] DATE
[TRANSFERE]
_________________________________ ______________
[NAME], [TITLE] DATE
1 Comments
You composed this post very carefully.Singapore Chamber of Commerce and Industry how much data is staggering and furthermore a profitable article for us. Continue to share this sort of articles, Much obliged.
ReplyDeleteThank you for your response. It will help us to improve in the future.