Assignment Of Shares Agreement Template for Germany

1. Conditions Precedent: Required when the transfer is subject to specific conditions such as regulatory approvals or third-party consents

2. Purchase Price Adjustment: Used when the final purchase price may be adjusted based on certain factors or future events

3. Non-Competition Clause: Include when the assignor needs to be restricted from competing post-transfer

4. Existing Shareholder Rights: Required when there are existing shareholders' agreements or pre-emption rights to address

5. Tax Provisions: Detailed tax arrangements when specific tax structures or allocations need to be agreed

6. Employee Matters: Relevant when the share transfer impacts existing employee arrangements or management

7. Confidentiality: Additional confidentiality provisions when standard provisions are insufficient

8. Break Fee: Include when parties want to specify compensation if the transfer fails to complete

1. Share Details: Detailed description of the shares including share certificates numbers and shareholding history

2. Company Information: Key details about the company including registration number, registered office, and current directors

3. Existing Encumbrances: List of any existing pledges, liens or other encumbrances on the shares

4. Required Consents: List of all required third-party and regulatory consents

5. Corporate Authorization: Copies of corporate authorizations for the transfer

6. Shareholders' Resolution: Any required shareholders' resolutions approving the transfer

7. Payment Details: Bank account and payment instruction details

8. Form of Transfer Notices: Template notices required for the company and authorities