The Share Transfer Agreement Between Shareholders is essential when existing shareholders wish to transfer ownership stakes within a company. This document is commonly used in the United States when shareholders need to exit their investment, restructure ownership, or facilitate internal transfers. The agreement must comply with both federal securities regulations and state-specific corporate laws, particularly regarding private company share transfers. It typically includes detailed provisions about the transfer price, payment mechanisms, representations and warranties, and any applicable restrictions from existing shareholders' agreements or company bylaws.
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1. Parties: Identification of transferor and transferee shareholders and their details
2. Background: Context of the transfer, company information, and existing shareholding structure
3. Definitions: Key terms used throughout the agreement including Shares, Transfer Date, Purchase Price, etc.
4. Subject Matter of Transfer: Details of shares being transferred including number, class, and percentage of total shareholding
5. Purchase Price: Consideration amount, payment terms, method of payment, and any adjustments
6. Completion: Transfer mechanics, timing, and conditions precedent to completion
7. Representations and Warranties: Standard assurances from both parties regarding ownership, authority, and compliance
8. Governing Law: Applicable jurisdiction, dispute resolution mechanisms, and governing law
1. Tag-Along Rights: Provisions allowing other shareholders to join the transfer on same terms
2. Non-compete Provisions: Restrictions on transferor's future activities and competition with the company
3. Tax Provisions: Specific tax treatment of transfer and tax indemnities
4. Regulatory Compliance: Specific provisions relating to securities laws and regulatory approvals
1. Schedule 1 - Share Certificate Details: Copy of share certificates being transferred and share transfer forms
2. Schedule 2 - Company Information: Corporate details, structure, and relevant corporate documents
3. Schedule 3 - Board Resolutions: Copies of board approvals and necessary corporate authorizations
4. Schedule 4 - Existing Shareholders Agreement: Reference to and copies of current shareholders' arrangements
5. Schedule 5 - Disclosure Schedule: Disclosures against representations and warranties
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