Share Transfer Agreement
This Share Transfer Agreement (this Agreement) is made and entered into as of [DATE], by and between [PARTY A], a [STATE] corporation, with its principal place of business located at [ADDRESS] (hereinafter referred to as Party A), and [PARTY B], a [STATE] corporation, with its principal place of business located at [ADDRESS] (hereinafter referred to as Party B).
WHEREAS, Party A is the holder of [NUMBER] shares (the Shares) of the capital stock of [CORPORATION], a [STATE] corporation (the Company), and
NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
1. Representations and Warranties of Party A. Party A hereby represents, warrants and covenants to Party B:
(a) The Shares beneficially owned by it are legally and validly owned and held by it, free and clear of all liens, charges, security interests, encumbrances, equities and interests of others;
(b) it is a duly incorporated and validly existing corporation in good standing in the state of its incorporation;
(c) it has the full legal right, power and authority to enter into this Agreement;
(d) the execution, delivery and performance of this Agreement has been duly authorized and approved by all necessary corporate action;
(e) no filing with, or approval of, any governmental authority or third person is required in connection with the execution, delivery or performance of this Agreement; and
(f) this Agreement, when executed, shall constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms.
2. Transfer of Shares. Party A hereby agrees to and does hereby transfer, assign and convey unto Party B the full and exclusive ownership of the Shares and all rights, powers and interests thereto, including, without limitation, all dividends, distributions, voting rights and other rights and interests attaching to such Shares.
3. Representations and Warranties of Party B. Party B hereby represents, warrants and covenants to Party A:
(a) it is a duly incorporated and validly existing corporation in good standing in the state of its incorporation;
(b) it has the full legal right, power and authority to enter into this Agreement;
(c) the execution, delivery and performance of this Agreement has been duly authorized and approved by all necessary corporate action;
(d) no filing with, or approval of, any governmental authority or third person is required in connection with the execution, delivery or performance of this Agreement; and
(e) this Agreement, when executed, shall constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms.
4. Closing. The closing of the transfer of the Shares (the Closing) shall take place at the offices of Party As counsel located at [ADDRESS] on [DATE] (the Closing Date).
5. Notices. Any notices or other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person, or by overnight courier or registered or certified mail, return receipt requested, with postage prepaid, addressed to the respective parties at their addresses set forth at the beginning of this Agreement.
6. Expenses. Party A agrees to pay all costs and expenses incurred in connection with the execution, delivery and performance of this Agreement.
7. Governing Law. This Agreement shall be deemed to be a contract made under the laws of [STATE] and shall be construed and enforced in accordance with the laws of [STATE].
8. Severability. In the event any provision or portion of this Agreement shall be determined to be invalid, void or unenforceable for any reason, the remaining provisions of this Agreement shall be unaffected and shall remain in full force and effect.
9. 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 agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.
PARTY A
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[NAME]
PARTY B
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[NAME]
