HOW TO SHARE TRANSFER AGREEMENT
This SHARE TRANSFER AGREEMENT is made and execute on this the day of June 2020 of the English Calendar.
BETWEEN
Engr. Farasath Ali, son of Late Sikandar Ali, 1496 St- Lowerance Avenue, Brony, NY- 10460, (USA), (hereinafter referred to as the “Seller”, which expression unless repugnant to the context shall include his successors and assigns) of the ONE PART.
AND
Mohammad Zakaria Khan, Son of Late Fazlur Rahman Khan, House No: 9, Road No: 47, Gulshan-2, Dhaka hereafter called the “Purchaser” which expression unless repugnant to the context shall include his successors and assigns of the OTHER PART.
WHEREAS, the seller intends to sell his 3,00,000 (Three Lacs) shares in NRB Commercial Bank Limited (The Bank) of taka 10 (Ten) only each (“Sales Shares”) and Pursuant to the offer of the seller, the Purchaser has agreed to purchase the sale shares for the consideration and on the terms and subject to the conditions, contained in this agreement.
NOW THEREFORE THE PARTIES HERETO HAVE MUTUALLY AGREED AS FOLLOWS:
1.DEFOMOTOPMS AMD OMTER[RETATOPM
- Definitions: In this agreement its preambles and the schedules unless the context otherwise requires the capitalized terms shall have the following meaning:
“Completion” means the completion of the sell and purchase of the sale shares pursuant to this agreement (including but not limited to from the event of signing this agreement up to the approval of the said transfer with RJSC)
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“Company” means NRB Commercial Bank Limited;
“Encumbrances” means any mortgage lien hypothecation pledge call on share, claim, demand, right, interest, preference charge, equity or any other kind of encumbrance whatsoever on the sale shares whether or not such liabilities fall due for settlement, performance of satisfaction before or after completion date.
“Liabilities” means all actual or contingent, contractual or otherwise, joint or several, monetary or otherwise liabilities, loans, debts, losses, damage, costs and proceedings of every description suffered in relation to the sale share and claims, actions and proceedings of every descriptions initiated against the seller relating to the sale shares and outstanding revenues, taxes, rentals, expenses, costs and other payables of the seller relating to the sale shares and duties, liabilities, responsibilities and obligations of every description of the seller relating to the sale shares and any Encumbrance on the sale shares,
“Parties” Means the seller and the purchaser and “Party” means either of them:
“Representatives” means in relation to a party, its agents, representatives, custodian, successors and/or assigns, predecessors, parents, subsidiaries, affiliates, associated companies, all officers, stockholders, shareholders, attorney, directors and employees, past and present and each of their respective heirs, executor administrators, successors, assigns and agents;
“Sale Shares” means 3 (Three) Lacs ordinary shares, currently owned by the seller constituting 2.04% (Two Point Zero Four Percent) of the total issued share capital of the NRB Commercial Bank Limited.
“Shareholders” shall collectively mean all the shareholders in NRB Commercial Bank Limited including the Seller;
“Taka” means the legal currency of Bangladesh;
“Transaction” shall mean transfer of 3,00,000 (Three Lac) ordinary shares by the Seller to the Purchaser in accordance with this Agreement;
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“RJSC” means the Registrar of jount Stock Companies and Firms;
“Warranties’ means the representations, warranties and undertakings on the part of the Seller set out in this Agreement.
- Miscellaneous: The headings in this Agreement are inserted for convenience only and shall be ignored in construing this agreement. Unles the context otherwise requires, words (including words defined in this agreement) denothing the singular number only shall include the plural and vice versa. The words “written” and “in writing” include any means of visible reproduction. References to “Appendices”, “Clauses”, “Recitals”, “Schedules” are to appendices to, clauses of, recitals of and schedules to this Agreement;
2.SALE AND PURCHASE OF SALE SHARES;
Subject to the terms and conditions of this Agreement the Seller hereby sells 3,00,000 (Three Lacs) ordinary shares which are free from all Encumbrances except lock in and together with all rights and remedies now and hereafter attaching hereto, of Tk. 10 (Ten) each to the Purchaser on the Completion Date, in consideration of the amount to be paid by purchaser in accordance with Clause 3 below.
3.CONSIDERATION
The consideration for the purchase of the Sale Shares shall be the total sum of 30, 00,000 (Thirty Lac) only which shall be paid by the Purchaser to the Seller in terms of this Agreement on or before execution of FORM-117.
All the payments under this Agreement shall be deemed to have been paid upon execution of FORM- 0117. Upon receipt of the payment, the Seller shall hand over the share certificates and the duly completed and signed share transfer form-117 along with an Affidavit of Sale Shares transfer for the Sale Shares to the Purchaser. The Seller shall not raise any claim and/or demand whatsoever after execution of Form-117.
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4.CONDITIONS AND COMPLETION
- Date: The shall be the date on which Completion shall take place in accordance with Clause 4(C) below (the “Completion Date”).
- Obligations of the Seller: Further to the above conditions precedents, purchase of the Sale Shares by the Purchaser is on condition that:
- The Seller shall extend all cooperation to obtain all permission, consent or approval that may be required from all regulatory authorities for transferring the sale shares to the purchased within the next 3 (three) years from the date of signing this agreement;
- The seller shall execute any document as may be necessary to affect the transfer of sale shares in favor of the purchaser or any person nominated by them.
- The seller shall obtain clearance by the Banks/financial institutions with whom the seller has loan liabilities, approving the transfer of the sale shares as contemplated herein.
- The seller shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the closing Date.
- The purchaser is entitled to all the dividends, bonus shares and right shares as may be accrued for the saleshares until completion of the whole share transfer procedure. At the time of transfer the seller would transfer the dividends, bonus shares and right shares as well in favor of the purchaser;
- Procedures of Completion:
- The purchaser shall pay in full the consideration for the purchase of the sale shares of Tk. 30,00,000/- (Thirty Lac) to the seller in terms of this agreement;
- Immediately upon receipt of the payment, the seller shall execute and deliver the Instrument of Transfer of Shares (Form-117) and Affidavit confirming the transfer of shares, duly signed by the seller to the purchaser or as it may direct, accompanied by the relatives share certificates for the sale shares duly discharged;
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5. TERMINATION
5.1 If any of the following events shall occur prior to the completion of the sale of the shares, the purchaser may terminate this agreement by notice to the other part.
A) The rights and conditions attaching to the sale shares shall have been altered without the consent of the purchaser.
B) Any default shall have occurred in the performance by the seller of any of his obligations under this agreement, or any other agreement with their respective lenders of default by any other party to such agreements which would materially affects its performance of his obligations under this agreement.
C) Any directive, order, decision, etc. which lead to cease to carry on the business or any substantial part of it, or a court or any creditor shall have appointed a receiver or liquidator.
D) The purchaser shall be entitled to initiative all kinds of legal action (both Civil and Criminal):
(i) If the whole the sale shares transfer procedure is not completed; or
(ii) If the agreement is terminated in accordance with the forgoing clauses;
or
(iii) If the title of the seller in the sale shares is found to be encumbranced or otherwise defective; or
(iv) If any other lawful cause arises;
And in the event of any such situation as stated above the seller is avoiding the payment of amount of money paid as the consideration of transfer of shares.
6. PRE-EMPTION RIHGTS
The seller hereby unequivocally confirms that the sale shares are free from any right of pre-emption, third-party right or interest, other encumbrance or security interest of any kind, or any other type of preferential interest (including, without limitation, any title transfer or retention arrangement) having similar effect. This agreement would be deemed to have waived any right of the shareholders to claim pre-emption under the Memorandum and Articles of Association of the Company.
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7. WARRNTIES
The seller hereby represents and warrants to and undertakes with the purchaser and its successors in title as follows.
7.1 There is no pending or threatened proceeding for the dissolution, liquidation, insolvency or rehabilitation of the seller, whether voluntary or involuntary, or any pending or threatened proceeding under the laws of Bangladesh;
7.2 The execution, delivery and performance of the terms and conditions of this agreement by the seller will not (i) violate or contravene any provision of any applicable law by which the seller is bound or (ii) conflict with, or result in the material breach or any provision of any agreement, instrument of other obligation or commitment to which the seller is a party or by which it or any of its properties or assets is bound;
7.3 No pending Liabilities, relating to taxes, VAT, AIT, revenues, duties, or any other dues, are due and payable by the seller except those accounted for prior to the execution of this agreement or in the books of accounts/financial statements of the Seller as of the date of signing of this agreements and copy of which has been provided to the purchaser;
7.4 The seller is and will on completion be beneficially entitled to or is otherwise able to transfer the sale shares to the purchaser under these agreements;
7.5 As at the date of completion, the sale shares are free from all kinds of Encumbrances.
8. INDEMNIFICATION
The seller hereby agrees and undertaker that after execution of the instrument of transfer by the seller, he shall continue to be responsible for any affairs and/or liabilities of the sale shares accrued on or before the completion and shall indemnify the purchaser in respect of any losses, damages, costs, expenses, demands, actions, claims, arising out of or in connection with the affairs or liabilities or Encumbrances over the sale shares.
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9. EXCLUSIVITY
In consideration of the costs to be incurred by the purchaser in the negotiations relating to the transactions contemplated under this agreements, the seller hereby agrees that from the date of this agreements up to and including completion date or the date on which completion takes place whichever is the earlier date (or such other date as the parties mutually agree in writing in good faith), the seller nor any of his employees, representatives or agents shall directly encourage, solicit or entertain an offer from, engage in discussions or otherwise negotiate with, provide any informant in to, or enter into any agreement or arrangements with any person or part, entity or group, other than the purchaser with respect to any sale or similar transaction.
10. FURTHER ASSURANCE
Each party undertakes that it shall execute such documents, provide such information and documents and do such acts and things as may be within its power, authority or control as may be necessary in connection with this agreements.
11. CONFIDENTIALITY
A. CONFIDENTIALITY: This agreement and all communications between the parties and all information and other materials supplied to or received by the seller from the purchaser (save for any information in the public domain) shall be kept confidential by the seller unless disclosure is required by law or regulation or any regulatory authority or the order of any court in any jurisdiction or for purposes of any legal proceeding or settlement of any dispute and/or claim.
B. Continuing obligation: The obligations contained in this clause 9 shall inure, event after the termination of this agreement, without limit in point of time except and until such confidential information is required to be disclosed in the manner set out in sub-clause (A) above.
12. NO WAIVER
No failure on the part of the purchaser to exercise, and no delay on its part in exercising, any right or remedy under this agreement will not operate as a waiver thereof nor will any single or partial exercise of any right or remedy preclude any
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other or further exercise thereof or the exercise of any other right or remedy. There rights and remedies provided in this agreement are cumulative and exclusive of any rights and remedies (whether provided by law or otherwise).
13. RELEASE AND INDULGENCE
Any liability of the seller under this agreement may in whole or in part be released, compounded or compromised, or time or indulgence given, by the purchaser, in its absolute discretion as regards the first party under such liability without in any way prejudicing or affecting its rights against the seller in respect of any other liability.
14. CONTINUING EFFECT OF AGREEMENT
All provisions of this agreement shall so far as they have not been performed at completion not in any respect be extinguished or affected by completion or by any other event or matter whatsoever and continue in full force and effect.
15.SUCCESSORS AND ASSIGNS
A. Agreement Binding: This agreement shall be binding to the benefit of the successors-in-interest, legal representatives and administrators of the respective parties.
B. Assignment: Notwithstanding anything contained anywhere in this agreement, the purchaser shall have the right to assign its rights and its rights and obligations under this agreement to any of its affiliates as may be notified from time to time. The seller hereby give consent to such assignment and transfer of sale shares to any affiliates of the purchaser and hereby further waive any pre-emption rights that may be attached to any possible transfer of shares by the purchaser to its affiliates.
16. COST
The seller shall bear all legal and other costs and expenses incurred by it or him in connection with this agreement and the sale and purchase of the sale shares.
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17. NOTICES
All notices, demands or other communications required or permitted to be given or made under or in connection with this agreement shall be in writing and delivered personally or sent by prepaid registered post or by fax addressed to the intended recipient thereof at its address or fax number and marked for the attention of such person (If any), set out under its name at the end of this agreement (or to such other address or fax number as such party may from time to time notify the others).
Any such notice, demand or communication shall be deemed to have been duly server (if given or made by fax) immediately or (if given or made by letter) immediately if hand delivered or seven days after posting and in proving the same it shall be sufficient to show that the envelope containing the same was duly addressed, stamped and posted.
18. INVALIDITY
If any term or provision in this agreement shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of this agreement but the enforceability of the remainder of this agreement shall not be affected.
19. TERM
This agreement shall become effective on the date hereof and shall continue in full force and effect until the Completion Date (without prejudice to any rights/remedies/obligations intended to survive the Completion Date) unless terminated by the purchaser in the event the seller fails to fulfill or breach any of the terms and conditions of this agreement or fails to perform its obligations in accordance with any provision of this agreement or any of the representations and warranties hereunder are found to be false, the purchaser may, without prejudice to any other remedies which might be available to it under the agreements, may terminate this agreement immediately upon serving a notice of immediate termination.
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20. GOVERNING LAW
Share transfer agreement word format 2024
This agreement shall be governed by and construed in accordance with the law of Bangladesh.
IN WITNESS WHREROF this agreement has been entered into on the date stated at the beginning.
The SELLER : _______________________________
In witness of : _______________________________
The PURCHASER : _______________________________
