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Assignment Of Shares
"I need an Assignment of Shares agreement under Irish law for the transfer of 1,000 ordinary shares in TechGrow Limited from a single shareholder to a corporate buyer, with completion scheduled for March 15, 2025, and a fixed consideration of €500,000."
1. Parties: Identification of the Assignor (current shareholder) and Assignee (new shareholder), including full legal names and addresses
2. Background: Context of the share transfer, including details about the Company whose shares are being transferred
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Agreement to Assign: Core terms of the assignment, including the number and class of shares being transferred
5. Consideration: Details of the payment or other consideration for the shares
6. Completion: Specific requirements and mechanics for completing the transfer, including timing and delivery of documents
7. Assignor's Warranties: Standard warranties from the seller regarding ownership, authority to sell, and status of the shares
8. Tax Matters: Provisions dealing with stamp duty and other tax implications of the transfer
9. Further Assurance: Commitment to take any additional actions necessary to effect the transfer
10. Notices: Process for serving formal notices under the agreement
11. Governing Law and Jurisdiction: Confirmation of Irish law as governing law and Irish courts' jurisdiction
1. Regulatory Compliance: Required when the transfer needs specific regulatory approvals or notifications
2. Company Consent: Needed when the company's articles of association require consent for share transfers
3. Security Interest Provisions: Required when the shares are subject to any existing charges or security interests
4. Multiple Sellers: Additional provisions needed when shares are being transferred by multiple assignors
5. Earn-out Provisions: Used when part of the consideration is contingent on future performance
6. Pre-emption Rights: Required when dealing with waiver of pre-emption rights by other shareholders
7. Power of Attorney: Optional provision allowing the assignee to execute documents on behalf of the assignor post-completion
1. Schedule 1 - Details of the Shares: Detailed description of the shares being transferred, including share certificate numbers and share class rights
2. Schedule 2 - Company Information: Key details about the Company, including registered office, company number, and share capital structure
3. Schedule 3 - Completion Requirements: List of documents and actions required for completion
4. Schedule 4 - Warranties: Detailed warranties given by the assignor regarding the shares and the company
5. Appendix A - Share Transfer Form: Standard share transfer form required by Irish company law
6. Appendix B - Board Resolution: Copy of board resolution approving the transfer (if required)
7. Appendix C - Existing Share Certificate: Copy of the current share certificate to be cancelled
Authors
Financial Services
Corporate Services
Legal Services
Investment Banking
Private Equity
Technology
Manufacturing
Real Estate
Professional Services
Healthcare
Retail
Energy
Transportation
Telecommunications
Legal
Corporate Secretarial
Finance
Compliance
Corporate Governance
Mergers & Acquisitions
Investment
Risk Management
Corporate Finance
Executive Leadership
Chief Executive Officer
Chief Financial Officer
Company Secretary
Corporate Lawyer
Legal Counsel
Investment Manager
Corporate Finance Manager
M&A Director
Share Registrar
Compliance Officer
Finance Director
Business Development Director
Investment Banker
Private Equity Manager
Company Director
Corporate Governance Officer
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