Introduction
A Share Transfer Agreement is a crucial legal document that governs the sale and transfer of shares between a seller and a purchaser. It outlines the terms, conditions, rights, and responsibilities of both parties to ensure a smooth and transparent transaction. Whether transferring shares in a private company or a public entity, this agreement helps protect the interests of both the buyer and seller by clearly defining obligations, warranties, and procedures. The following outlines a comprehensive Share Transfer Agreement, illustrating the key components involved in transferring ownership of shares in a corporate setting.
Parties Involved
- Seller: Engr. Farasath Ali, son of Late Sikandar Ali, residing at 1496 St- Lowerance Avenue, Brony, NY-10460, USA (hereinafter called “Seller”).
- Purchaser: Mohammad Zakaria Khan, son of Late Fazlur Rahman Khan, residing at House No: 9, Road No: 47, Gulshan-2, Dhaka (hereinafter called “Purchaser”).
Recitals
- The Seller intends to sell 300,000 (Three Lacs) shares of NRB Commercial Bank Limited, each valued at Taka 10.
- The Purchaser agrees to buy these shares under the terms and conditions set forth in this agreement.
1. Definitions
- Completion: Finalization of the sale and purchase of the shares, including regulatory approvals.
- Company: NRB Commercial Bank Limited.
- Encumbrances: Any claims, liens, pledges, or security interests affecting the shares.
- Liabilities: All debts, obligations, claims, or responsibilities related to the shares.
- Sale Shares: The 300,000 ordinary shares being sold, representing 2.04% of the company’s total issued capital.
- Transaction: The transfer of shares from Seller to Purchaser as per this agreement.
- RJSC: Registrar of Joint Stock Companies and Firms.
- Warranties: Representations and guarantees by the Seller.
2. Sale and Purchase
- The Seller agrees to sell, and the Purchaser agrees to buy, 300,000 ordinary shares free from encumbrances (except for any lock-in restrictions).
- The shares include all associated rights and remedies as of the completion date.
3. Consideration
- The total purchase price is Taka 30,00,000 (Thirty Lacs).
- Payment must be made before the execution of FORM-117 (share transfer form).
- Upon payment, the Seller will deliver the share certificates, the completed FORM-117, and an affidavit confirming the transfer.
4. Conditions and Completion
- The Seller agrees to assist in obtaining all necessary regulatory approvals within 3 years.
- The Seller shall execute any documents necessary to complete the transfer.
- The Seller must clear any loan liabilities affecting the shares.
- Dividends, bonus shares, and rights accrued until completion belong to the Purchaser.
5. Termination
The Purchaser may terminate this agreement if:
- Rights attached to the shares are altered without consent.
- The Seller defaults in obligations.
- The business ceases or is liquidated.
- The share transfer procedure is incomplete or defective.
6. Pre-emption Rights
- The shares are free from any pre-emption rights or third-party claims.
7. Warranties by Seller
- No pending insolvency or legal proceedings against the Seller.
- Execution of this agreement does not violate any laws or agreements.
- No outstanding undisclosed liabilities.
- Seller has full rights to transfer the shares free of encumbrances.
8. Indemnification
- The Seller will indemnify the Purchaser against any liabilities or claims related to the shares arising before completion.
9. Exclusivity
- The Seller agrees not to negotiate with any other party regarding the shares until this transaction is complete.
10. Further Assurances
- Both parties agree to execute any additional documents necessary to fulfill this agreement.
11. Confidentiality
- All details of this agreement and communications between the parties are confidential, except when disclosure is legally required.
12. No Waiver
- Failure to exercise any rights under this agreement does not waive those rights.
13. Release and Indulgence
- The Purchaser may release or compromise any Seller liabilities without affecting other rights.
14. Continuing Effect
- The provisions of this agreement survive completion and remain in effect as necessary.
15. Successors and Assigns
- The agreement binds the parties’ successors and assigns.
- The Purchaser may assign rights to affiliates, with the Seller’s consent and waiver of pre-emption rights.
16. Costs
- The Seller bears all legal and other costs related to this agreement.
17. Notices
- All notices must be in writing and delivered personally, by registered post, or fax.
18. Invalidity
- If any provision is invalid or unenforceable, the rest of the agreement remains effective.
19. Term
- The agreement remains effective until completion unless terminated by the Purchaser due to Seller’s breach.
20. Governing Law
- This agreement is governed by the laws of Bangladesh.
Signatures
Seller: _________________________
Purchaser: ______________________
Witness: ________________________
Conclusion
A well-drafted Share Transfer Agreement is essential for ensuring a seamless and legally sound transfer of ownership between the seller and purchaser. It safeguards both parties by clearly defining the terms of the transaction, addressing potential risks, and outlining remedies in case of disputes. By adhering to this agreement, both the seller and purchaser can confidently complete the transfer process, maintain regulatory compliance, and protect their respective rights and interests. Whether you are buying or selling shares, having a detailed and transparent agreement is key to a successful and secure transaction.
Thank you so much voice of desh
