SHARE TRANSFER AGREEMENT
in relation to
[INSERT NAME OF THE COMPANY]
THIS AGREEMENT is made on the [insert date] by and between:
1. [INSERT NAME OF THE SELLER] of, [insert the address] (“Seller”)
-AND:
2. [INSERT NAME OF THE buyer], of [insert the address] ("Buyer")
IT IS AGREED as follows:
1. Definitions and interpretation
1.1.1. Definitions
In this Agreement unless the context requires otherwise:
SEC means Securities Exchange Commission of the United States.
“COMPANY” means the shares of [insert the name of the company].;
"Completion" means completion of the transfer of the Transfer Shares in accordance with clause 4;
"Encumbrance" means any mortgage, charge, pledge, lien, option, restriction, right of first refusal, right
of pre-emption, claim, right, interest or preference granted to any third party, or any other
encumbrance or security interest of any kind (or an agreement or commitment to create any of the
same);
“USD” means United States of American dollars;
"Proceedings" means any proceeding, suit or action arising out of or in connection with this Agreement;
"Purchase Price" means $1.00 USD for 110 Shares;
"Transfer Shares" means the 110 common shares of nominal value US$0.009 USD each in the capital of
the Company legally and beneficially owned by the Seller as the context requires;
"US$" means United States dollars, the lawful currency of the United States of America; and
"Warranties" means the warranties and representations set out in the Schedule and referred
to in clause 5, "Warranty" means any or a specific one of them.
1.2.1. Interpretation
In this Agreement, unless the context requires otherwise:
a) the schedule to this Agreement forms part of this Agreement and shall have effect as if
set out in full in the body of this Agreement;
b) references to this Agreement or any provision of it or any other document are to this
Agreement, that provision or that document as amended from time to time in accordance with
the terms of this Agreement or that document or otherwise with the agreement of the relevant
parties;
c) references to any US legal term or any legal concept or thing shall in respect of any jurisdiction
other than US be deemed to include what most nearly approximates in that jurisdiction to the
US legal term;
2. Transfer of the Transfer Shares
2.1 Transfer
2.1.1 The Seller as legal and beneficial owner shall transfer to the Buyer and the Buyer
(relying on the representations, warranties, undertakings and indemnities contained
in this Agreement) shall accept the transfer of the Transfer Shares free from all
Encumbrances.
2.1.2 The Buyer shall not be obliged to complete the transfer of any of the Transfer
Shares unless the transfer of all the Transfer Shares is completed simultaneously.
3. Consideration
3.1 The consideration for the transfer of the Transfer Shares shall be the payment of the
Purchase Price on Completion by the Buyer to the Seller and the execution of the asset
Purchase agreement.
4. Completion
4.1 Completion. Completion shall take place after the signing of this Agreement or before
[insert date]
4.2 Completion obligations.
4.2.1 At Completion, the Seller shall deliver to or to the order of the Buyer or at such time
as the name change is effected: (a) a duly executed instrument of transfer in respect
of the Transfer Shares completed in favor of the Buyer (or as it may direct); (b) all
share certificates in respect of the Transfer Shares; (c) all powers of attorney or
other authorities (if any) under which the instrument of transfer in relation to the
Transfer Shares have been executed, together with such other documents as may
be required to give a good title to the Transfer Shares and to enable the Buyer or its
nominees to become the registered holder of them; and (d) such other documents
as the Buyer may reasonably request.
4.2.2 At Completion, the Buyer shall or at such time as the name change is effected: (a)
pay the Seller the Purchase Price; and (b) deliver to the Seller a duly executed
instrument of transfer in respect of the Transfer Shares.
5. Warranties
5.1 Warranties and representations
5.1.1 The Seller:
a) warrants and represents to the Buyer (for itself and as trustee for its successors in title) that
each of the Warranties is true and accurate in all respects and not misleading in any respect; and
b) acknowledges that the Buyer has entered into this Agreement in reliance on, among other
things, the Warranties.
5.1.2 The Seller shall indemnify the Buyer and keep it indemnified against all claims,
damages, losses, outgoings and liabilities whatsoever which may arise out of any
breach of the Warranties, together with all costs, charges, interest, penalties and
expenses relating thereto.
5.2 Warranties separate
Each of the paragraphs in the Schedule:
a) shall be construed as a separate and independent warranty and representation; and
b) unless expressly provided in this Agreement, shall not be limited by reference to
another paragraph of the Schedule or by any other provision of this Agreement and
the Buyer shall have a separate claim and right of action in respect of every breach
of a Warranty.
5.3 Effect of completion
The Warranties shall not in any respect be extinguished or affected by Completion.
6. Entire agreement
6.1 This Agreement and any other documents referred to in this Agreement constitute the
whole and only agreement between the parties relating to the subject matters hereof and,
except if and only to the extent repeated in any of the documents referred to, supersedes
and extinguishes any prior drafts, agreements, undertakings, representations, warranties
and arrangements of any nature whatsoever, whether or not in writing, relating thereto.
6.2 Each party to this Agreement acknowledges that in entering into this Agreement and any
other documents referred to in this Agreement on the terms set out therein, it is not relying
upon any representation, warranty, promise or assurance made or given by the other party
or any other person, whether or not in writing, at any time before the execution of this
Agreement which is not expressly set out herein.
7. Further assurances
Each party to this Agreement shall from time to time, on being required to do so by the other party to
this Agreement, now or at any time in the future, do or procure the doing of all such acts and/or execute
or procure the execution of all such documents in a form satisfactory to such requesting party as that
requesting party may reasonably consider necessary for giving full effect to this Agreement and securing
to that requesting party the full benefit of the rights, powers and remedies conferred upon that
requesting party in this Agreement.
8. Waivers and releases
8.1 The rights and remedies of each party to this Agreement are, except where expressly stated
to the contrary, without prejudice to any other rights and remedies available to it. No
neglect, delay or indulgence by any party in enforcing any provision of this Agreement shall
be construed as a waiver and no single or partial exercise of any right or remedy of any party
under this Agreement shall affect or restrict the further exercise or enforcement of any such
right or remedy.
8.2 The liability of any party to this Agreement may in whole or in part be released,
compounded or compromised and if the other party gives time or indulgence to the person
under such liability, this shall in no way prejudice or affect that party’s rights against any
other person under the same or similar liability.
9. Miscellaneous
9.1 Alterations
No purported alteration of this Agreement or of any of the documents referred to in this
Agreement shall be effective unless it is in writing, refers specifically to this Agreement and
is duly executed by each party to it.
9.2 Counterparts
This Agreement may be executed in any number of counterparts and by the parties to it on
separate counterparts, and each of the executed counterparts, when duly exchanged or
delivered, shall be deemed to be an original, but, taken together, they shall constitute one
and the same instrument.
9.3 Costs
Except as provided in this Agreement, each of the parties to this Agreement shall pay its
own respective legal and other costs and expenses in connection with the negotiation,
preparation, execution and performance by it of this Agreement and all ancillary
documents.
10. Governing law and submission to jurisdiction
10.1 This Agreement shall be governed by and construed in accordance with the laws the
United States of America, and specifically the State of [insert jurisdiction]
10.2 The parties to this Agreement irrevocably agree that the courts of the State of [insert
jurisdiction] are to have jurisdiction to settle any disputes which may arise out of or in
connection with this Agreement and that accordingly any Proceedings may be brought in
such courts.
THIS AGREEMENT has been executed on the date stated at the beginning.
THE SELLER:
/s/____________________________
[insert name of the finder]
THE BUYER:
[insert name of your company].
By: /s/____________________________
[insert name and title of the company representative]
Schedule 1: The Warranties
The Seller warrants and represents to the Buyer that:
1. Transfer Shares
1.1.2. It is the sole legal and beneficial owner of the Transfer Shares.
1.1.3. There is no Encumbrance on, over or affecting the Transfer Shares and no person has
made any claim to be entitled to any right over or affecting the Transfer Shares.
2. Powers and obligations of the Seller
2.1. The Company has the right, power and authority and has taken all action necessary to execute
and deliver and to exercise its rights and perform its obligations under this Agreement and each
document to be executed at or before Completion.
2.2. Where necessary this Agreement constitutes and the other documents to be executed by Seller
and delivered at Completion will, when executed, constitute legal, valid and binding obligations
of it enforceable in accordance with their respective terms.
2.3. The Company is entitled to transfer the full legal and beneficial ownership in the Transfer
Shares to the Buyer on the terms set out in this Agreement.
2.4. No consent, authorization, license or approval of or notice to any governmental, administrative,
judicial or regulatory body, authority or organization or any other person is required to
authorize the execution, delivery, validity, enforceability or admissibility in evidence of this
Agreement or the performance by it of its obligations under this Agreement. Nor will it be
required as a consequence of this Agreement.
3. Solvency of the Company
3.1. No order has been made and no resolution has been passed for the winding up of
it/Bankruptcy or for a provisional liquidator to be appointed in respect of it and no petition has
been presented and no meeting has been convened for the purpose of the winding up of it.
3.2. No receiver (which expression shall include an administrative receiver) has been appointed in
respect of it or in respect of all or any part of its assets
3.3. It is not insolvent or unable to pay its debts and neither has it stopped paying its debts as they
fall due.
3.4. No composition in satisfaction of the debts of it or scheme of arrangement of its affairs or
compromise or arrangement between it and its creditors or members or any class of its
creditors or members has been proposed, sanctioned or approved, and no step is or has been
taken to do any of those things.
3.5. No event analogous to any of the foregoing in respect of it has occurred in or outside the USA.
3.6. No circumstances have arisen which are likely to result in a transaction to which it is a party
being set aside.
3.7. No unsatisfied judgment is outstanding against it/him/her.
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