Corporation Share Transfer Agreement Template for Canada

1. Board Approval: Required when the corporation's articles or shareholders' agreement mandate board approval for share transfers

2. Right of First Refusal Waiver: Required when other shareholders have waived or must waive their right of first refusal

3. Security for Payment: Used when the purchase price is paid in installments or subject to adjustments

4. Non-Competition: Included when the transferor needs to be restricted from competing post-transfer

5. Earn-out Provisions: Used when part of the purchase price is contingent on future performance

6. Employee Matters: Required when the transferor is also an employee and employment terms need to be addressed

7. Third Party Consents: Needed when the transfer requires consent from lenders, contractors, or other third parties

8. Regulatory Approval: Required for transfers subject to regulatory oversight or approval requirements

1. Schedule A - Share Certificate Details: Details of share certificates being transferred, including certificate numbers and share classes

2. Schedule B - Purchase Price Calculation: Detailed breakdown of how the purchase price was determined

3. Schedule C - Encumbrances: List of any existing encumbrances on the shares

4. Schedule D - Corporate Resolution: Copy of corporate resolution approving the transfer

5. Schedule E - Shareholders' Agreement: Copy of any existing shareholders' agreement affecting the transfer

6. Schedule F - Transfer Documents: Forms and documents required to effect the transfer

7. Schedule G - Tax Elections: Required tax election forms and related documentation

8. Schedule H - Disclosure Schedule: Exceptions or qualifications to representations and warranties