Scribd
Upload
632 views3 pages

Draft Conditional Share Transfer Agreement 1

This document is a conditional share transfer agreement between a Transferor and a Transferee. It details the transfer of shares from the Transferor to the Transferee for a purchase price, subject to certain conditions being met. These conditions include approval of the transfer by the company's board of directors, obtaining any necessary regulatory approvals, and other conditions agreed upon by both parties. The agreement also outlines representations and warranties made by the Transferor regarding ownership of the shares.

Uploaded by

natalia
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd
632 views3 pages

Draft Conditional Share Transfer Agreement 1

This document is a conditional share transfer agreement between a Transferor and a Transferee. It details the transfer of shares from the Transferor to the Transferee for a purchase price, subject to certain conditions being met. These conditions include approval of the transfer by the company's board of directors, obtaining any necessary regulatory approvals, and other conditions agreed upon by both parties. The agreement also outlines representations and warranties made by the Transferor regarding ownership of the shares.

Uploaded by

natalia
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd

[Draft Conditional Share Transfer Agreement]

This Conditional Share Transfer Agreement ("Agreement") is made and entered into as of [Date], by and
between:

[Transferor's Name], a company organized and existing under the laws of [Jurisdiction], with its
registered office located at [Address] (hereinafter referred to as the "Transferor"),

-and-

[Transferee's Name], a company organized and existing under the laws of [Jurisdiction], with its
registered office located at [Address] (hereinafter referred to as the "Transferee").

WHEREAS, the Transferor is the owner of [Number] shares of [Type of Shares] (the "Shares") in
[Company Name], a company organized and existing under the laws of [Jurisdiction] (the "Company");

WHEREAS, the Transferee desires to purchase the Shares from the Transferor subject to the terms and
conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the
parties hereto agree as follows:

Transfer of Shares: Subject to the terms and conditions of this Agreement, the Transferor agrees to
transfer and sell to the Transferee, and the Transferee agrees to purchase from the Transferor, the
Shares.

Purchase Price: The purchase price for the Shares shall be [Amount] ([Numerical Amount] [Currency])
(the "Purchase Price"). The Purchase Price shall be paid by the Transferee to the Transferor upon the
fulfillment of the conditions precedent as set forth in Clause 3 herein.

Conditions Precedent: The obligations of the parties under this Agreement shall be subject to the
satisfaction of the following conditions precedent:

a. Approval of the transfer of the Shares by the board of directors of the Company;

b. Obtaining any necessary regulatory approvals required for the transfer of the Shares;
c. [Any other conditions precedent as may be agreed upon by the parties].

Closing: The transfer of the Shares shall take place at a closing (the "Closing") to be held on [Date], or
such other date as may be mutually agreed upon by the parties. At the Closing, the Transferor shall
deliver to the Transferee all documents necessary to transfer the Shares to the Transferee.

Representations and Warranties: The Transferor represents and warrants to the Transferee that:

a. The Transferor is the legal and beneficial owner of the Shares, free and clear of any liens, charges, or
encumbrances;

b. The Transferor has full power and authority to transfer the Shares to the Transferee in accordance
with the terms of this Agreement.

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of
[Jurisdiction].

Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect
to the subject matter hereof and supersedes all prior and contemporaneous agreements and
understandings, whether written or oral, relating to such subject matter.

Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.

[Transferor's Name]

By: ___________________________

Name: _________________________

Title: __________________________

[Transferee's Name]

By: ___________________________
Name: _________________________

Title: __________________________

You might also like