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1. Parties: Details of the Transferor and Transferee, 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 relationship between parties
3. Definitions: Definitions of key terms used in the agreement, including 'Shares', 'Transfer Date', 'Consideration', etc.
4. Details of Shares: Specific details of shares being transferred including class, number, distinctive numbers, and certificate numbers
5. Consideration: Amount and payment terms for the share transfer
6. Transfer Mechanics: Process and procedure for executing the transfer, including delivery of share certificates and filing requirements
7. Representations and Warranties: Warranties from transferor regarding ownership, absence of encumbrances, and authority to transfer
8. Completion Requirements: Actions to be taken on completion date including document delivery and payment
9. Tax Obligations: 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 Compliance: Required for listed companies to address SEBI regulations and compliance requirements
2. Board Approval: Required when company's articles mandate board approval for share transfers
3. Right of First Refusal Waiver: Required when existing shareholders have waived their right of first refusal
4. Foreign Investment Compliance: Required when transfer involves foreign nationals or NRIs
5. Nominee Details: Optional section for recording nominee details for the shares
6. Non-Competition: Required when transferor is a key stakeholder and needs to be bound by non-compete obligations
7. Survivorship Rights: Required when shares are held jointly and survivorship rights need to be specified
1. Schedule 1 - Share Details: Detailed description of shares including certificate numbers, distinctive numbers, and share history
2. Schedule 2 - Payment Terms: Detailed payment schedule and mechanics if payment is in installments
3. Schedule 3 - Completion Checklist: List of documents and actions required for completing the transfer
4. Appendix A - Share Certificates: Copies of existing share certificates to be transferred
5. Appendix B - Board Resolution: Copy of board resolution approving the transfer (if applicable)
6. Appendix C - Statutory Forms: Required statutory forms for share transfer including Form SH-4
7. Appendix D - Tax Clearance: Tax clearance certificates or relevant tax documentation
Articles of Association
Board
Business Day
Companies Act
Company
Completion
Completion Date
Consideration
Deed of Adherence
Depository
Depository Participant
Encumbrance
Equity Shares
Governmental Authority
Law
Memorandum of Association
Parties
Purchase Price
Registrar of Companies
SEBI
Share Certificate
Shares
Stamp Duty
Stock Exchange
Tax
Transfer
Transfer Date
Transferee
Transferor
Transfer Deed
Transaction Documents
Warranties
Share Transfer
Consideration
Payment Terms
Conditions Precedent
Completion
Representations and Warranties
Tax Matters
Stamp Duty
Regulatory Compliance
Confidentiality
Further Assurance
Notices
Assignment
Severability
Entire Agreement
Amendment
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Indemnification
Transfer Mechanics
Share Certificates
Board Approval
Shareholder Approval
Legal Compliance
Non-Competition
Costs and Expenses
Counterparts
Financial Services
Banking
Information Technology
Manufacturing
Real Estate
Healthcare
Retail
Energy
Telecommunications
Professional Services
Education
Construction
Mining
Agriculture
Entertainment
Legal
Corporate Secretarial
Compliance
Finance
Corporate Finance
Investment
Risk Management
Corporate Affairs
Board Secretariat
Regulatory Affairs
Company Secretary
Legal Counsel
Corporate Lawyer
Compliance Officer
Chief Financial Officer
Investment Manager
Managing Director
Board Director
Share Transfer Agent
Financial Controller
Legal Director
Corporate Finance Manager
Investment Banker
Private Equity Manager
Venture Capital Manager
Risk Manager
Company Director
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