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1. Parties: Identification of the Assignor (transferor) and Assignee (transferee) with complete details as required under Indian law
2. Background: Context of the assignment, including details about the Company whose shares are being transferred and the relationship between parties
3. Definitions: Definitions of key terms used in the agreement, including 'Shares', 'Completion Date', 'Encumbrance', etc.
4. Agreement to Assign: Core provision detailing the agreement to transfer the shares from Assignor to Assignee
5. Consideration: Details of the consideration amount and payment terms for the share transfer
6. Completion: Specific actions to be taken for completing the transfer, including delivery of share certificates and filing requirements
7. Representations and Warranties: Standard representations by both parties, particularly regarding share ownership, authority to transfer, and absence of encumbrances
8. Tax Obligations: Allocation of responsibility for payment of stamp duty, capital gains tax, and other applicable taxes
9. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for dispute resolution
1. Regulatory Compliance: Required when dealing with listed companies or when SEBI regulations apply
2. FEMA Compliance: Necessary when foreign investors are involved, detailing compliance with foreign exchange regulations
3. Right of First Refusal Waiver: Required when existing shareholders have pre-emptive rights that need to be waived
4. Board Approval: When company's articles require board approval for share transfers
5. Non-compete and Non-solicitation: Relevant when the assignor is a key stakeholder or has access to sensitive company information
6. Nominee Arrangements: When shares are held by nominees or beneficial ownership differs from legal ownership
1. Schedule 1 - Details of the Shares: Detailed description of shares being transferred including certificate numbers, distinctive numbers, and face value
2. Schedule 2 - Company Information: Key details about the Company including registration number, registered office, and share capital structure
3. Schedule 3 - Completion Requirements: Checklist of documents and actions required for completing the transfer
4. Schedule 4 - Existing Encumbrances: If applicable, details of any existing charges or encumbrances on the shares
5. Appendix A - Form SH-4: Statutory share transfer form as required under the Companies Act, 2013
6. Appendix B - Board Resolution: Copy of board resolution approving the transfer, if required
Assignor
Assignee
Company
Shares
Board
Business Day
Completion
Completion Date
Consideration
Encumbrance
FEMA
Form SH-4
Governmental Authority
Law
SEBI
Share Certificates
Stamp Duty
Transfer
Transaction Documents
ROC
Material Adverse Effect
Depository
Depository Participant
Beneficial Owner
Articles of Association
Memorandum of Association
Related Party
Applicable Laws
Business Hours
Confidential Information
Corporate Records
Due Diligence
Effective Date
Financial Year
Indemnity
Losses
Notice
Parties
Person
Representatives
Share Capital
Shareholders Agreement
Tax
Working Day
Interpretation
Agreement to Assign
Consideration
Completion Obligations
Conditions Precedent
Representations and Warranties
Tax Compliance
Regulatory Compliance
FEMA Compliance
Share Transfer Mechanics
Payment Terms
Encumbrance
Board Approval
Shareholder Approval
Indemnification
Confidentiality
Notices
Assignment
Severability
Force Majeure
Entire Agreement
Amendment
Waiver
Further Assurance
Costs and Expenses
Stamp Duty
Governing Law
Jurisdiction
Dispute Resolution
Counterparts
Financial Services
Technology
Manufacturing
Professional Services
Real Estate
Healthcare
Retail
Education
Infrastructure
Energy
Telecommunications
Media and Entertainment
Consulting
E-commerce
Legal
Corporate Secretarial
Compliance
Finance
Corporate Finance
Mergers & Acquisitions
Investment Banking
Treasury
Risk Management
Corporate Governance
Company Secretary
Legal Counsel
Corporate Lawyer
Compliance Officer
Chief Financial Officer
Investment Banker
M&A Advisor
Private Equity Manager
Venture Capital Manager
Stock Broker
Corporate Finance Manager
Board Director
Managing Director
Chief Executive Officer
Financial Controller
Legal Manager
Transaction Advisory Manager
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