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1. Parties: Identification of the Assignor(s) and Assignee(s), including full legal names and addresses
2. Background: Context of the share transfer, including details of the Company whose shares are being transferred
3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules of interpretation
4. Agreement to Assign: Core provision detailing the agreement to transfer the shares from Assignor to Assignee
5. Consideration: Details of the purchase price and payment terms for the shares
6. Completion: Specific requirements for completing the transfer, including timing, location, and actions required
7. Assignor's Warranties: Basic warranties regarding ownership, right to transfer, and status of the shares
8. Tax Obligations: Provisions regarding stamp duty and other applicable taxes
9. Further Assurance: Obligation to execute further documents and take additional actions if necessary
10. Notices: Process for serving notices under the agreement
11. General Provisions: Standard boilerplate clauses including governing law, entire agreement, and severability
1. Conditions Precedent: Used when completion is subject to certain conditions being satisfied
2. Extended Warranties: Additional warranties about the company's business, needed for significant or complex transfers
3. Non-Competition and Non-Solicitation: Restrictions on the Assignor's future activities, relevant when transferring controlling interests
4. Confidentiality: Detailed confidentiality provisions, important for transfers involving sensitive information
5. Tag-Along Rights: Rights of other shareholders to join the transfer, relevant in partial transfers
6. Drag-Along Rights: Rights to force other shareholders to join the transfer, relevant in majority stake transfers
7. Power of Attorney: Appointment of attorney to execute documents, useful for overseas parties
8. Board Approval: Specific provisions regarding company board approval, required if mandated by articles
1. Schedule 1 - Details of the Company: Company information including registration number, registered office, directors, and share capital structure
2. Schedule 2 - Details of the Sale Shares: Specific information about the shares being transferred including share numbers, class, and paid-up status
3. Schedule 3 - Completion Requirements: Detailed list of documents and actions required at completion
4. Schedule 4 - Form of Share Transfer: Template instrument of transfer complying with Hong Kong requirements
5. Schedule 5 - Warranties: Detailed warranties (if extended warranties are included)
6. Appendix A - Board Resolution: Pro-forma board resolution approving the share transfer
7. Appendix B - Relevant Corporate Documents: Copies of relevant corporate documents including articles of association and shareholders' agreement
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