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Assignment Of Membership Interest
"I need an Assignment of Membership Interest agreement for transferring my 25% stake in a Philippine technology startup to a venture capital firm, with the transfer to be completed by March 2025 and including standard non-compete provisions."
1. Parties: Identifies the assignor, assignee, and the company whose membership interest is being transferred
2. Background: Describes the company, the existing membership interest, and the context of the transfer
3. Definitions: Defines key terms used throughout the agreement
4. Assignment and Consideration: Details the membership interest being transferred and the payment or consideration for the transfer
5. Effective Date: Specifies when the transfer becomes effective
6. Representations and Warranties of Assignor: Assignor's confirmations regarding ownership, authority to transfer, and status of the membership interest
7. Representations and Warranties of Assignee: Assignee's confirmations regarding authority to purchase and compliance with company requirements
8. Covenants: Ongoing obligations of the parties post-transfer
9. Tax Matters: Addresses responsibility for transfer taxes and related tax obligations
10. Governing Law: Specifies Philippine law as governing law and jurisdiction
11. Execution: Signature blocks and execution requirements
1. Consent of Other Members: Required if the company's articles of incorporation or by-laws require other members' consent for transfers
2. Non-Competition: Include if the assignor is to be restricted from competing with the company post-transfer
3. Confidentiality: Include if specific confidentiality obligations need to be maintained post-transfer
4. Spousal Consent: Required if the assignor is married and the interest is considered conjugal property under Philippine law
5. Regulatory Approval: Include if the transfer requires approval from Philippine regulatory bodies
6. Payment Terms: Include if the consideration is to be paid in installments or subject to conditions
7. Tag-Along Rights: Include if other members have rights to participate in the transfer
1. Schedule A - Details of Membership Interest: Detailed description of the membership interest being transferred, including percentage ownership and any special rights
2. Schedule B - Company Information: Key details about the company, including registration information and current ownership structure
3. Schedule C - Encumbrances: List of any existing liens, encumbrances, or restrictions on the membership interest
4. Schedule D - Required Consents: List of all required consents and approvals for the transfer
5. Appendix 1 - Board Resolution: Copy of board resolution approving the transfer (if required)
6. Appendix 2 - Members' Resolution: Copy of members' resolution approving the transfer (if required)
7. Appendix 3 - Transfer Documents: Forms and documents required by Philippine regulatory authorities for the transfer
Authors
Assignor
Assignee
Company
Membership Interest
Transfer Date
Effective Date
Consideration
Articles of Incorporation
By-laws
Board of Directors
Business Day
Closing
Closing Date
Encumbrance
Governmental Authority
Law
Lien
Material Adverse Effect
Members
Operating Agreement
Party/Parties
Person
Philippines
Required Consents
Securities
Transfer
Transaction Documents
Certificate of Incorporation
SEC
Corporate Records
Shareholders Agreement
Voting Rights
Distribution Rights
Tax
Philippine Peso
Confidential Information
Intellectual Property Rights
Working Day
Related Party
Consideration
Representations and Warranties
Conditions Precedent
Closing Conditions
Tax Matters
Indemnification
Confidentiality
Non-Competition
Further Assurance
Governing Law
Dispute Resolution
Notices
Force Majeure
Amendment
Waiver
Severability
Entire Agreement
Assignment
Succession
Third Party Rights
Costs and Expenses
Compliance with Laws
Authority and Capacity
Regulatory Approvals
Member Consent
Company Consent
Transfer Restrictions
Voting Rights
Distribution Rights
Registration Rights
Tag-Along Rights
Drag-Along Rights
Spousal Consent
Corporate Authorization
Financial Services
Real Estate
Technology
Manufacturing
Professional Services
Retail
Healthcare
Construction
Energy
Agriculture
Transportation
Hospitality
Education
Mining
Telecommunications
Legal
Corporate Secretariat
Finance
Compliance
Tax
Corporate Governance
Business Development
Investment
Due Diligence
Shareholder Relations
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Corporate Lawyer
Business Development Manager
Investment Manager
Managing Director
Company Director
Compliance Officer
Tax Manager
Corporate Governance Officer
Business Owner
Partner
Member
Shareholder Relations Manager
Investment Analyst
Due Diligence Officer
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