The Stock Transfer Restriction Agreement is a crucial document for companies seeking to maintain control over their ownership structure and protect their interests under U.S. law. It's commonly used when companies want to prevent unwanted third parties from acquiring shares, ensure existing shareholders have priority purchase rights, or maintain specific ownership qualifications. The agreement must comply with federal securities laws, state corporate laws, and relevant tax regulations while balancing the company's need for control with shareholders' rights to transfer their securities.
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1. Parties: Identifies all parties to the agreement, including the company, current stockholders, and any other relevant parties
2. Background/Recitals: States the purpose of the agreement and relevant background information about the stock transfer restrictions
3. Definitions: Defines key terms used throughout the agreement, including 'Transfer', 'Permitted Transfer', 'Fair Market Value', etc.
4. Transfer Restrictions: Core section detailing the basic restrictions on stock transfers and conditions under which transfers may occur
5. Right of First Refusal: Procedures and terms for the company's and/or other stockholders' right to purchase shares before they can be transferred to third parties
6. Permitted Transfers: Specifies exceptions to transfer restrictions, such as transfers to family members or trusts
7. Term and Termination: Duration of the agreement and circumstances under which it may be terminated
1. Tag-Along Rights: Allows minority shareholders to join in the sale of shares by majority shareholders. Used when protecting minority shareholder interests is a priority
2. Drag-Along Rights: Enables majority shareholders to force minority shareholders to join in the sale of shares. Used when majority shareholders want to ensure ability to sell entire company
3. Put/Call Rights: Rights to force purchase or sale of shares under specific circumstances. Used when parties want predetermined exit mechanisms
4. Share Valuation: Detailed methodology for determining share value. Used when standard valuation methods need to be established
1. Current Stockholders Schedule: List of all current stockholders and their shareholdings
2. Deed of Adherence: Template document for new shareholders to agree to be bound by the agreement
3. Valuation Methodology: Detailed procedures for share valuation if applicable
4. Notice Requirements: Forms and procedures for various required notices under the agreement
Relevant legal definitions
Agreement
Board of Directors
Business Day
Company
Company Notice
Effective Date
Encumbrance
Fair Market Value
Immediate Family Member
Notice of Proposed Transfer
Offer Notice
Option Period
Permitted Transfer
Permitted Transferee
Purchase Price
Right of First Refusal
Securities Act
Shares
Stockholder
Tag-Along Notice
Tag-Along Right
Transfer
Transfer Notice
Transferee
Transferor
Treasury Regulations
Triggering Event
Board of Directors
Business Day
Company
Company Notice
Effective Date
Encumbrance
Fair Market Value
Immediate Family Member
Notice of Proposed Transfer
Offer Notice
Option Period
Permitted Transfer
Permitted Transferee
Purchase Price
Right of First Refusal
Securities Act
Shares
Stockholder
Tag-Along Notice
Tag-Along Right
Transfer
Transfer Notice
Transferee
Transferor
Treasury Regulations
Triggering Event
Clauses
Transfer Restrictions
Right of First Refusal
Right of First Offer
Tag-Along Rights
Drag-Along Rights
Put and Call Rights
Share Valuation
Notice Requirements
Permitted Transfers
Prohibited Transfers
Representations and Warranties
Confidentiality
Term and Termination
Breach and Remedies
Amendment
Assignment
Governing Law
Dispute Resolution
Severability
Entire Agreement
Share Certificate Legends
Compliance with Securities Laws
Death and Disability Provisions
Voting Rights
Further Assurances
Right of First Refusal
Right of First Offer
Tag-Along Rights
Drag-Along Rights
Put and Call Rights
Share Valuation
Notice Requirements
Permitted Transfers
Prohibited Transfers
Representations and Warranties
Confidentiality
Term and Termination
Breach and Remedies
Amendment
Assignment
Governing Law
Dispute Resolution
Severability
Entire Agreement
Share Certificate Legends
Compliance with Securities Laws
Death and Disability Provisions
Voting Rights
Further Assurances
Relevant Industries
Relevant Teams
Relevant Roles
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