Share Transfer Agreement

SHARE of STOCKS TRANSFER AGREEMENT
This share transfer Agreement (the “Agreement”) sets out the terms and conditions upon
which [TRANSFEROR NAME] (the “Transferor”), being a Company duly registered under
the laws of [STATE] with registered number [REGISTERED NUMBER] and having its
registered address at [REGISTERED ADDRESS], will transfer certain shares held by him to
[TRANSFEREE NAME] (the “Transferee”), being a Company duly registered under the laws
of [STATE] with registered number [REGISTERED NUMBER] and having its registered
address at [REGISTERED ADDRESS] (together, the “Parties”).
WHEREAS, the Transferor is the registered proprietor of those shares or stocks set out in
Schedule A (the “Shares”).
WHEREAS, the Transferor is desirous of transferring the Shares to the Transferee on such
terms as are set out throughout this share transfer Agreement.
WHEREAS, the Transferee for his part is desirous of acquiring the Shares on such terms as
are set out in this share transfer Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED as follows:
1. TRANSFER OF SHARES It is agreed that:
1.1 the Transferor transfers absolutely all title over the Shares to the Transferee in
consideration of that amount set out in clause 2.
1.2 the transfer is absolute and includes all rights and obligations connected to the Shares
including but not limited to all rights to dividends, capital and voting rights and for
avoidance of doubt any dividends which are due but not yet paid will become due and be
paid to the Transferee.
1.3 the transfer is effective on the execution of this share transfer Agreement and payment
of the amount set out in clause 2.
2. TRANSFER PRICE It is agreed that the shares shall be transferred for the price of ONE
MILLION FIVE HUNDRED THOUSAND PESOS[P1,5000,000.00].
3. COST OF TRANSFER It is agreed that the cost of registering the transfer of the Shares (if
any) will be borne by the Transferee.
4. EFFECT OF LACK OF FORMALITY It is agreed that should the envisaged transfer of
shares fail to be effective due to a lack of formality (including but not limited to a failure to
register the transfer correctly in the registers of the company or due to a refusal by the
directors of the company whose Shares are being transferred) then the effect shall be the
transfer of all beneficial interest in the Shares to the Transferee by the creation of a trust in
favour of the Transferee as beneficiary in which the Shares comprise the subject, and the
Transferor is the trustee.
5. WARRANTIES AND INDEMNITIES It is agreed that:
5.1 The Transferor warrants that he is the true owner of the Shares and is absolutely
entitled to all of their benefit.
5.2 The Transferor warrants that he is not acting as a nominee or trustee and that no other
rights exist in connection with the Shares.
5.3 The Transferor warrants that no charge or other obligation exists over the shares
whether or not registered and they are completely unencumbered (excepting any
obligation to payment of capital in the case of part paid shares).
5.4 Each Party hereby declares that they have all necessary powers and approvals to enter
into this share transfer Agreement.
5.5 Each Party hereby declares that they are not aware of any matter within their control
which might have any negative or adverse effect upon the performance of their obligations
under this share transfer Agreement.
5.6 The rights, benefits, liabilities and responsibilities contained within the terms of this
share transfer Agreement can be assigned by any Party with the prior written agreement of
the other Party.
5.7 Any delay or failure to enforce the terms of this share transfer Agreement and any delay
to act on a breach of its term by any party does not constitute a waiver of those rights.
5.8 Each Party hereby warrants that they will not do any action which might harm, hinder
or negatively affect the duties of the other Party set out within this share transfer
Agreement.
5.9 The Parties hereby irrevocably warrant that they accept the exclusive jurisdiction laws
and courts of that jurisdiction set out in clause 8 below.
5.10 Except if it is clear from the wording of a clause and with regard to the whole of the
share transfer Agreement that a specific clause is intended to mean otherwise than: any
words which are in the singular only will be deemed to include the plural (and vice versa)
and any words denoted in a specific gender will be deemed to include all genders and any
terms which denote any form of person or people shall be deemed to include both legal
persons (such as companies) as well as natural person (and vice versa).
5.11 The heading titles contained within in this share transfer Agreement are included as
an drafting reference only and for ease of reference, they do not comprise part of the share
transfer Agreement.
5.12 This share transfer Agreement may be executed in more than one language by
agreement between the Parties and if there arises some conflict between the various
translation of this share transfer Agreement then the English version shall prevail.
5.13 In the event that any clause (or any part of any clause) shall be deemed to be illegal or
invalid by a competent court or other legal authority then this shall have the effect of
invalidity and striking out only that clause (or any part of any clause) only and shall not
invalidate this share transfer Agreement in its entirety.
5.14 This share transfer Agreement can be executed either in one original or in more than
one counterpart.
5.15 This share transfer Agreement is binding on both Parties by virtue of the conduct of
both parties and in spite of any defect or error in the formality of its execution.
5.16 The Transferor hereby irrevocably indemnifies and agrees to keep indemnified and
hold harmless the Transferee against any and all losses howsoever caused arising from a
breach of the warranties or other terms of this share transfer Agreement.
6. VARIATION This share transfer Agreement may be varied and any variation must be
made in writing by both Parties.
7. NOTICES Notices served pursuant to any term of this share transfer Agreement must be
served in writing and will be served only if it handed from one Party to another in person
or if delivered to the address for service of the Party in question. Notices may only be
served and delivered in English.
8. GOVERNING LAW, DISPUTES AND ARBITRATION It is agreed that:
8.1 This share transfer Agreement is made under the exclusive jurisdiction of the laws of
[STATE AND COUNTRY].
8.2 Disputes under this share transfer Agreement are subject to the exclusive jurisdiction of
the courts of [STATE AND COUNTRY].
8.3 Notwithstanding the terms of 8.2 both Parties agree that in the event of a dispute they
will enter into arbitration before the International Chamber of Commerce before a single
arbitrator whose decision shall be final.
IN WITNESS WHEREOF, each of the Parties has executed this share transfer Agreement:
[TRANSFEROR]
_________________________________ ______________
[NAME], [TITLE] DATE
[TRANSFERE]
_________________________________ ______________
[NAME], [TITLE] DATE
Schedule A (the Shares)

Share Transfer Agreement

Uploaded by

Copyright:

Available Formats

Share Transfer Agreement

Uploaded by

Document Information

Original Description:

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Read this document in other languages

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Share Transfer Agreement

Uploaded by

Copyright:

Available Formats

SHARE of STOCKS TRANSFER AGREEMENT

NOW, THEREFORE, IT IS HEREBY AGREED as follows:

1. TRANSFER OF SHARES It is agreed that:

5. WARRANTIES AND INDEMNITIES It is agreed that:

8. GOVERNING LAW, DISPUTES AND ARBITRATION It is agreed that:

[NAME], [TITLE] DATE

[NAME], [TITLE] DATE

Schedule A (the Shares)

You might also like