The Agreement For Sale Of Shares To Another Shareholder is essential when an existing shareholder wishes to sell their shares to another shareholder rather than to an external party. This document, governed by English and Welsh law, is commonly used in private companies where shareholders wish to restructure their ownership proportions or when a shareholder wants to exit partially or fully. The agreement includes crucial elements such as the share valuation, payment terms, warranties about the shares' ownership, and any conditions that must be met before the transfer can complete.
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Key Requirements PROMPT example:
Agreement For Sale Of Shares To Another Shareholder
"I need an Agreement For Sale Of Shares To Another Shareholder to sell my 25% shareholding in a tech startup to an existing shareholder who already owns 30%, with completion planned for March 2025 and payment in three installments."
1. Parties: Details of the seller and buyer of the shares
2. Background: Context of the transaction and company information
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core terms of the share transfer
5. Consideration: Purchase price and payment terms
6. Completion: Timing and mechanics of the transfer
7. Warranties: Basic seller warranties regarding share ownership and authority
1. Pre-completion Conditions: Additional section for complex transactions where completion is conditional on certain events
2. Extended Warranties: Additional warranties about the company's business, used for significant shareholding transfers
3. Tax Covenant: Specific tax-related provisions for large transactions or where tax exposure is significant
4. Non-compete Provisions: Restrictions on seller's future activities, used when seller is exiting completely
1. Schedule 1 - Share Details: Details of shares being transferred including class and numbers
2. Schedule 2 - Warranties: Detailed warranties schedule if extensive warranties are given
3. Schedule 3 - Company Information: Key details about the company whose shares are being transferred
4. Schedule 4 - Completion Requirements: List of documents and actions required at completion
Authors
Relevant legal definitions
Completion
Completion Date
Company
Consideration
Disclosure Letter
Encumbrance
Group
Purchase Price
Sale Shares
Seller's Warranties
Shares
Subsidiaries
Tax
Tax Authority
Transaction Documents
Transfer
Warranties
Business Day
Articles of Association
Board
Confidential Information
Connected Persons
Companies Act
Loss
Material Adverse Change
Outstanding Amount
Parties
Purchase Price Payment Date
Relevant Agreement
Share Certificate
Stamp Duty
Stock Transfer Form
Third Party Rights
Working Hours
Completion Date
Company
Consideration
Disclosure Letter
Encumbrance
Group
Purchase Price
Sale Shares
Seller's Warranties
Shares
Subsidiaries
Tax
Tax Authority
Transaction Documents
Transfer
Warranties
Business Day
Articles of Association
Board
Confidential Information
Connected Persons
Companies Act
Loss
Material Adverse Change
Outstanding Amount
Parties
Purchase Price Payment Date
Relevant Agreement
Share Certificate
Stamp Duty
Stock Transfer Form
Third Party Rights
Working Hours
Clauses
Share Sale and Purchase
Consideration
Conditions Precedent
Completion
Warranties
Seller Representations
Tax Covenants
Payment Terms
Transfer of Title
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Announcements
Costs
Notices
Assignment
Variation
Waiver
Entire Agreement
Severability
Third Party Rights
Governing Law
Jurisdiction
Counterparts
Stamp Duty
Power of Attorney
Company Approval
Termination
Remedies
Force Majeure
Pre-emption Rights
Drag Along Rights
Tag Along Rights
Consideration
Conditions Precedent
Completion
Warranties
Seller Representations
Tax Covenants
Payment Terms
Transfer of Title
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Announcements
Costs
Notices
Assignment
Variation
Waiver
Entire Agreement
Severability
Third Party Rights
Governing Law
Jurisdiction
Counterparts
Stamp Duty
Power of Attorney
Company Approval
Termination
Remedies
Force Majeure
Pre-emption Rights
Drag Along Rights
Tag Along Rights
Relevant Industries
Relevant Teams
Relevant Roles
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