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Agreement To Transfer Shares Of Private Limited Company
"I need an Agreement To Transfer Shares Of Private Limited Company for transferring 40% of shares in my Manila-based tech startup to a venture capital investor, with completion scheduled for March 2025, including specific provisions for board representation and anti-dilution rights."
1. Parties: Identification of the Transferor(s) and Transferee(s), including complete legal names and addresses
2. Background: Context of the transaction, details about the Company whose shares are being transferred, and current shareholding structure
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Agreement to Sell and Purchase: Core provision detailing the agreement to transfer the shares and the basic terms of the transfer
5. Purchase Price: Specification of the consideration for the shares and payment terms
6. Conditions Precedent: Any conditions that must be satisfied before the transfer becomes effective
7. Completion: Details of when, where, and how the transfer will be completed, including actions required by each party
8. Seller's Warranties: Warranties given by the seller regarding ownership, authority to sell, and status of the shares
9. Buyer's Warranties: Warranties given by the buyer regarding authority to purchase and ability to pay
10. Tax Provisions: Arrangements for payment of capital gains tax, documentary stamp tax, and other applicable taxes
11. Confidentiality: Obligations regarding confidentiality of the transaction and company information
12. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
13. Notices: Process for giving formal notices under the agreement
14. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
1. Tag-Along Rights: Include when existing shareholders are to have the right to join in the sale on similar terms
2. Drag-Along Rights: Include when majority shareholders want the right to force minority shareholders to join in a sale
3. Non-Competition: Include when the seller should be restricted from competing with the company after the sale
4. Third Party Consents: Include when the transfer requires consent from other shareholders, the board, or external parties
5. Earn-Out Provisions: Include when part of the purchase price is contingent on future performance
6. Foreign Investment Compliance: Include when the transfer involves foreign buyers and needs to comply with the Foreign Investments Act
7. Board Resignation: Include when the selling shareholder is also resigning from board positions
1. Schedule 1 - Share Details: Details of the shares being transferred, including share certificate numbers and class of shares
2. Schedule 2 - Company Information: Key information about the Company, including registration details, capital structure, and existing shareholders
3. Schedule 3 - Warranties: Detailed list of warranties given by the seller regarding the company and the shares
4. Schedule 4 - Completion Requirements: Detailed list of documents and actions required for completion
5. Schedule 5 - Corporate Approvals: Copies of relevant board resolutions and shareholder approvals
6. Appendix A - Share Certificates: Copies of relevant share certificates
7. Appendix B - Transfer Instruments: Form of share transfer instrument required by the company
8. Appendix C - Deed of Adherence: If required by the company's articles or shareholders' agreement
Authors
Articles of Incorporation
Board
Business Day
By-laws
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Deed of Transfer
Disclosure Letter
Encumbrance
Executing Parties
Existing Shareholders
GIS
Governing Law
Long Stop Date
Material Adverse Change
Notice
Parties
Philippine Peso
Purchase Price
Regulatory Approvals
Related Party
Relevant Securities
Sale Shares
SEC
Share Certificates
Shareholders Agreement
Stock and Transfer Book
Tax
Third Party Rights
Transaction Documents
Transfer
Transferee
Transferor
Warranties
Working Hours
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Indemnification
Representations
Tax Covenants
Confidentiality
Non-Competition
Share Transfer Restrictions
Board Approval
Shareholder Approval
Regulatory Compliance
Due Diligence
Securities Laws Compliance
Further Assurance
Notices
Assignment
Force Majeure
Severability
Entire Agreement
Amendment
Governing Law
Dispute Resolution
Jurisdiction
Costs and Expenses
Third Party Rights
Counterparts
Waiver
Term and Termination
Financial Services
Technology
Manufacturing
Real Estate
Retail
Professional Services
Healthcare
Education
Construction
Agriculture
Mining
Transportation
Telecommunications
Energy
Entertainment
Hospitality
Legal
Finance
Corporate Secretarial
Compliance
Tax
Corporate Governance
Mergers & Acquisitions
Due Diligence
Shareholder Relations
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Corporate Lawyer
Company Director
Compliance Officer
Finance Director
Investment Manager
Business Development Manager
Mergers & Acquisitions Manager
Corporate Governance Officer
Shareholder Relations Manager
Tax Manager
Due Diligence Officer
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