Assignment And Share Transfer Agreement
5.14 This share transfer contract can be executed either as an original or in addition to a pendant. This share transfer agreement (the “agreement”) defines the conditions under which [TRANSFEROR NAME] (the “Transferor”), a company, which is duly registered in accordance with [STATE` law] with the registered number [REGISTERED NUMBER] and which has its address registered under [REGISTERED ADDRESS], that it transfers certain shares held by it to [TRANSFEREE NAME] (the “Transferee”), a company duly registered in accordance with the law of [STATE] with the registered number [REGISTERED NUMBER] and which has its address registered with [REGISTERED NUMBER] ADDRESS] (together), the “parties”). 5.3 The assignor guarantees that there are no fees or other obligations on shares in shares or unregistered shares and that they are completely free of charges (with the exception of a capital payment obligation in the event of partially paid shares). 5.15 This share transfer agreement binds the two parties because of the conduct of both parties and despite a defect or error in the formality of the execution of both parties. 5.10 Unless the text of a clause and the entire share transfer contract indicate that a specific clause must mean something other than: all words that are only in the singular are considered plural (and vice versa) and all words indicated in a given sex are considered to be all sexes and all terms that refer to any form of person or person , are considered to be both legal entities (for example. B companies) and individuals (and vice versa). 5.5 Each contracting party heressover states that it is not aware of any issues under its control that could have a negative or adverse effect on the performance of its obligations under this share transfer agreement. 5.4 Each contracting party heres all the necessary powers and authorizations to enter into this share transfer agreement. PandaTip: You can start the pages of this agreement to make sure the calendar can`t be changed later. The assignor is the registered holder of these shares or shares pursuant to Schedule A (the “shares”). This model assumes that 100% of the shares of a target company are transferred from a seller (intragroup) to a buyer (intragroup) in the form of a limited company.
In addition, the agreement assumes that the transaction will be concluded immediately after the signing of the agreement. The financial statements consist of the payment of the purchase price by the buyer and the delivery by the seller of the usual acquisition documents (e.g.B. share certificates or declarations of sale, decision of the board of directors of the target company to obtain the buyer`s approval as a new shareholder, updated share register, etc.). 5.7 Any delay or non-application of the terms of this share transfer agreement and any delay in the event of a violation of its clause by a party does not constitute a waiver of those rights. This model contains a declaration of sale for the transfer of shares of a Swiss limited company (anonymous company).