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1. Parties: Identification of the transferor, transferee, and any other relevant parties including company whose securities are being transferred
2. Background: Context of the transfer, including details of the securities and reason for transfer
3. Definitions: Definitions of key terms used throughout the agreement
4. Securities Details: Detailed description of the securities being transferred including type, quantity, and distinctive numbers if applicable
5. Consideration: Details of the consideration payable for the transfer, payment terms and mechanics
6. Transfer Mechanics: Process and procedure for executing the transfer, including timing and delivery of documents
7. Representations and Warranties: Standard and specific warranties regarding ownership, authority to transfer, and status of securities
8. Completion Requirements: Actions required to be taken by each party to complete the transfer
9. Tax Provisions: Responsibilities for payment of stamp duty, capital gains tax, and other applicable taxes
10. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes
1. Regulatory Approvals: Required when the transfer needs specific regulatory clearances or notifications
2. Foreign Exchange Provisions: Necessary when the transfer involves foreign parties or cross-border elements
3. Security Interest Provisions: Required when the securities are subject to any existing charges or encumbrances
4. Tag-Along Rights: Included when other shareholders have tag-along rights that need to be addressed
5. Board Approval: Required when company's articles mandate board approval for transfers
6. Non-Competition: Included when transferor needs to be restricted from competing activities
7. Confidentiality: Optional section for transfers involving sensitive information
8. Power of Attorney: Required when one party needs to execute documents on behalf of another
1. Schedule 1 - Securities Description: Detailed technical description of the securities including certificate numbers, distinctive numbers, and other identifying details
2. Schedule 2 - Existing Encumbrances: List of any existing charges or encumbrances on the securities
3. Schedule 3 - Transfer Forms: Pro forma transfer forms and other documentation required for the transfer
4. Schedule 4 - Corporate Authorizations: Copies of relevant board resolutions, shareholder approvals, or other corporate authorizations
5. Schedule 5 - Regulatory Filings: List of required regulatory filings and their formats
6. Appendix A - Payment Details: Bank account and payment mechanism details
7. Appendix B - Completion Checklist: Detailed list of actions required for completion of transfer
Business Day
Completion
Completion Date
Consideration
Depository
Depository Participant
Encumbrance
Governmental Authority
Long Stop Date
Material Adverse Effect
Parties
Purchase Price
Registrar and Transfer Agent
Regulatory Approvals
SEBI
Securities
Security Interest
Stamp Duty
Transaction Documents
Transfer
Transfer Deed
Transfer Forms
Transferee
Transferor
Warranties
Working Day
Board of Directors
Articles of Association
Memorandum of Association
Permitted Transferee
Beneficial Owner
Record Date
Share Certificates
Stock Exchange
DEMAT Account
ISIN
Listing Regulations
Transfer Restrictions
Valuation Date
Definitions
Sale and Transfer
Consideration
Conditions Precedent
Completion
Representations and Warranties
Covenants
Tax Matters
Stamp Duty
Regulatory Compliance
Encumbrances
Further Assurance
Confidentiality
Notices
Assignment
Force Majeure
Severability
Entire Agreement
Amendment
Governing Law
Dispute Resolution
Indemnification
Transfer Mechanics
Payment Terms
Security Interest
Board Approval
Shareholder Rights
Tag-Along Rights
Drag-Along Rights
Non-Competition
Documentation
Power of Attorney
Costs and Expenses
Termination
Financial Services
Banking
Investment Management
Corporate Services
Legal Services
Stock Broking
Private Equity
Venture Capital
Asset Management
Insurance
Legal
Compliance
Corporate Secretarial
Finance
Investment
Risk Management
Corporate Affairs
Regulatory Affairs
Treasury
Operations
Legal Counsel
Company Secretary
Compliance Officer
Investment Manager
Corporate Lawyer
Securities Lawyer
Transaction Manager
Portfolio Manager
Chief Financial Officer
Investment Banker
Due Diligence Officer
Risk Manager
Corporate Finance Manager
Regulatory Affairs Manager
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