The Agreement For Sale Of Shares To Another Shareholder is essential when an existing shareholder wishes to sell their shares to another shareholder rather than to an external party. This document, governed by English and Welsh law, is commonly used in private companies where shareholders wish to restructure their ownership proportions or when a shareholder wants to exit partially or fully. The agreement includes crucial elements such as the share valuation, payment terms, warranties about the shares' ownership, and any conditions that must be met before the transfer can complete.
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1. Parties: Details of the seller and buyer of the shares
2. Background: Context of the transaction and company information
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core terms of the share transfer
5. Consideration: Purchase price and payment terms
6. Completion: Timing and mechanics of the transfer
7. Warranties: Basic seller warranties regarding share ownership and authority
1. Pre-completion Conditions: Additional section for complex transactions where completion is conditional on certain events
2. Extended Warranties: Additional warranties about the company's business, used for significant shareholding transfers
3. Tax Covenant: Specific tax-related provisions for large transactions or where tax exposure is significant
4. Non-compete Provisions: Restrictions on seller's future activities, used when seller is exiting completely
1. Schedule 1 - Share Details: Details of shares being transferred including class and numbers
2. Schedule 2 - Warranties: Detailed warranties schedule if extensive warranties are given
3. Schedule 3 - Company Information: Key details about the company whose shares are being transferred
4. Schedule 4 - Completion Requirements: List of documents and actions required at completion
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