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Assignment Of Shares
"I need an Assignment of Shares agreement for transferring my 25% shareholding in a Belgian private technology company to my business partner, with completion scheduled for March 15, 2025, and payment to be made in three installments."
1. Parties: Identification of the Assignor (current shareholder) and Assignee (new shareholder), including full legal names, addresses, and registration details if companies
2. Background: Context of the transfer, including details about the company whose shares are being transferred and the reason for the transfer
3. Definitions: Definitions of key terms used throughout the agreement
4. Subject Matter of Assignment: Detailed description of the shares being transferred, including number, class, and percentage of total share capital
5. Purchase Price: The agreed price for the shares and payment terms
6. Completion: Details of when and how the transfer will be completed, including signing requirements and share certificate handover
7. Representations and Warranties: Standard warranties from the Assignor regarding ownership, authority to sell, and status of the shares
8. Assignor's Covenants: Commitments from the Assignor regarding the period between signing and completion
9. Tax Matters: Provisions regarding tax liabilities and responsibilities
10. Notices: How formal communications between parties should be made
11. Governing Law and Jurisdiction: Confirmation of Belgian law as governing law and jurisdiction for disputes
12. Execution: Signature blocks and execution formalities
1. Non-Competition: Restrictions on the Assignor's future business activities, used when the Assignor might compete with the company
2. Confidentiality: Provisions regarding confidential information, particularly important when the Assignor had access to sensitive company information
3. Board Approval: Required when the company's articles of association require board approval for share transfers
4. Shareholder Approval: Required when other shareholders have pre-emption rights or when approval is required by articles of association
5. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
6. Employee Matters: Relevant when the Assignor is also an employee/director and employment arrangements need to be addressed
7. Security Provisions: Used when the purchase price is paid in installments and security is required
1. Share Details: Detailed information about the shares being transferred, including share certificate numbers and historical transfers
2. Company Information: Key details about the company, including registration number, registered office, and share capital structure
3. Warranties: Detailed warranties given by the Assignor regarding the shares and the company
4. Payment Schedule: If payment is in installments, detailed payment terms and dates
5. Board Resolution: Copy of board resolution approving the transfer (if required)
6. Shareholders' Resolution: Copy of shareholders' resolution approving the transfer (if required)
7. Share Certificate: Copy of the share certificate(s) being transferred
8. Corporate Documents: Relevant corporate documents such as articles of association and shareholders' register excerpts
Authors
Assignor
Assignee
Company
Shares
Share Capital
Completion
Completion Date
Purchase Price
Board of Directors
Articles of Association
Business Day
Encumbrance
Material Adverse Change
Share Certificate
Shareholders' Register
Confidential Information
Group
Intellectual Property Rights
Losses
Representatives
Security Interest
Taxes
Transaction Documents
Working Day
Warranties
Associated Rights
Permitted Encumbrances
Related Persons
Signing Date
Transfer
Corporate Documents
Belgian Companies and Associations Code
Notarial Deed
Third Party Rights
Pre-emption Rights
Tag-along Rights
Drag-along Rights
Share Transfer Restrictions
Registration Duties
Sale and Purchase
Purchase Price
Payment Terms
Completion
Pre-Completion Obligations
Conditions Precedent
Representations and Warranties
Tax Covenants
Indemnification
Share Transfer Mechanics
Board Approval
Shareholder Approval
Pre-emption Rights
Transfer Restrictions
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Notices
Costs
Severability
Entire Agreement
Amendments
Waiver
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Third Party Rights
Counterparts
Data Protection
Anti-Money Laundering
Registration Requirements
Financial Services
Professional Services
Technology
Manufacturing
Real Estate
Retail
Healthcare
Energy
Telecommunications
Construction
Agriculture
Transportation
Media and Entertainment
Education
Legal
Corporate Finance
Mergers & Acquisitions
Corporate Secretariat
Compliance
Finance
Business Development
Investment
Executive Leadership
Risk Management
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Corporate Finance Manager
Investment Director
Mergers & Acquisitions Manager
Business Development Director
Financial Controller
Compliance Officer
Board Member
Managing Director
Legal Director
Private Equity Manager
Transaction Manager
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