The Company Share Agreement serves as a crucial document in corporate transactions where ownership stakes are being transferred. This agreement is particularly important in the United States where securities transfers are subject to both federal and state regulations. It provides a comprehensive framework for share transfers, including essential elements such as share valuation, payment mechanisms, and shareholder rights. The agreement helps ensure compliance with SEC requirements and state-specific securities laws while protecting both buyers' and sellers' interests through appropriate warranties and representations.
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1. Parties: Identification of all parties involved in the share agreement, including full legal names and addresses
2. Background/Recitals: Context of the agreement, including company details and purpose of the share transfer
3. Definitions: Key terms used throughout the agreement
4. Share Details: Specific details of shares being transferred, including class, number, and price
5. Payment Terms: Terms and conditions of payment for the shares
6. Completion: Process and requirements for completing the share transfer
7. Representations and Warranties: Statements of fact and assurances from both parties
8. Governing Law: Jurisdiction and applicable law
1. Tag-Along Rights: Rights of minority shareholders to join in sale of shares when majority shareholders sell their shares
2. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in sale of the company
3. Pre-emption Rights: Rights of existing shareholders to purchase new shares before they are offered to external parties
4. Non-compete Clauses: Restrictions on competitive activities for selling shareholders
1. Schedule 1 - Share Certificate: Copy of the share certificate(s) being transferred
2. Schedule 2 - Company Information: Details of the company including certificate of incorporation and articles of association
3. Schedule 3 - Shareholder Resolutions: Any relevant shareholder resolutions approving the transfer
4. Schedule 4 - Due Diligence Reports: Results of any due diligence investigations
5. Schedule 5 - Disclosure Letter: Disclosures against warranties given in the main agreement
6. Schedule 6 - Board Minutes: Minutes approving the share transfer
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