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Assignment Of Shares Agreement
"I need an Assignment of Shares Agreement for transferring 10,000 ordinary shares in my tech startup to a foreign investor, with completion scheduled for March 15, 2025, including FIRB approval conditions and specific warranties about the company's intellectual property."
1. Parties: Identifies the Assignor (current shareholder) and Assignee (new shareholder), including full legal names and addresses
2. Background: Describes the context of the share transfer, including details about the company whose shares are being transferred
3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets out interpretation rules
4. Agreement to Assign: Core clause establishing the agreement to transfer the shares from Assignor to Assignee
5. Consideration: Details of the payment or other consideration for the share transfer
6. Completion: Specifies the completion date and requirements for the transfer to take effect
7. Assignor's Warranties: Warranties given by the Assignor regarding ownership, right to transfer, and status of the shares
8. Assignee's Warranties: Warranties given by the Assignee regarding capacity to acquire shares and compliance with relevant laws
9. Company Covenants: Obligations of the company in relation to the share transfer
10. Costs and Stamp Duty: Allocation of transaction costs and stamp duty obligations
11. General Provisions: Standard boilerplate clauses including notices, governing law, and dispute resolution
1. Security Interests: Required if the shares are subject to any existing security interests or encumbrances
2. Regulatory Approvals: Needed if the transfer requires specific regulatory approvals (e.g., FIRB approval)
3. Restrictive Covenants: Include if there are non-compete or other restrictive obligations on the Assignor
4. Tax Indemnities: Specific tax-related warranties and indemnities, particularly for complex or high-value transfers
5. Shareholder Rights: Required if specific shareholder rights are being transferred or retained
6. Third Party Consents: Include if the transfer requires consent from other shareholders or third parties
7. Pre-emptive Rights Waiver: Required if other shareholders have pre-emptive rights that need to be waived
1. Schedule 1 - Share Details: Details of the shares being transferred including class, number, and share certificate numbers
2. Schedule 2 - Company Details: Company information including registration number, registered office, and share capital structure
3. Schedule 3 - Completion Requirements: List of documents and actions required for completion
4. Schedule 4 - Existing Encumbrances: Details of any existing security interests or encumbrances over the shares
5. Schedule 5 - Transfer Form: Share transfer form complying with company requirements and Corporations Act
6. Appendix A - Board Resolution: Copy of board resolution approving the share transfer
7. Appendix B - Regulatory Approvals: Copies of any required regulatory approvals or waivers
Authors
Financial Services
Professional Services
Technology
Manufacturing
Retail
Healthcare
Real Estate
Mining and Resources
Agriculture
Construction
Transportation and Logistics
Education
Telecommunications
Energy
Legal
Finance
Corporate Secretariat
Compliance
Tax
Treasury
Corporate Development
Share Registry
Business Development
Executive Leadership
Risk Management
Corporate Advisory
Chief Executive Officer
Chief Financial Officer
Company Secretary
Corporate Lawyer
Legal Counsel
Financial Controller
Investment Manager
Business Development Manager
Corporate Advisory Manager
Compliance Officer
Tax Manager
Share Registry Manager
Director of Operations
Business Owner
Managing Director
Board Member
Private Equity Manager
Mergers & Acquisitions Manager
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