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Deed Of Assignment Of Shares
"I need a Deed of Assignment of Shares for transferring 10,000 ordinary shares from ABC Trading Limited to XYZ Investments Limited, with completion scheduled for March 15, 2025, and a consideration of NZD 500,000."
1. Parties: Identifies and defines the Assignor (current shareholder), Assignee (new shareholder), and the Company whose shares are being transferred
2. Background: Recitals explaining the context of the share transfer, including the Assignor's ownership of shares and intention to transfer
3. Definitions and Interpretation: Defines key terms used in the deed and sets out rules for interpretation
4. Agreement to Assign: Core provision stating the agreement to transfer the shares from Assignor to Assignee
5. Consideration: States the amount or value being paid for the shares
6. Completion: Details of when and how the transfer will be completed, including delivery of share certificates and payment
7. Assignor's Warranties: Warranties given by the Assignor regarding ownership, right to transfer, and status of the shares
8. Further Assurance: Commitment to execute further documents and take additional steps if needed to perfect the transfer
9. Governing Law and Jurisdiction: Specifies New Zealand law as governing law and jurisdiction for disputes
10. Execution: Formal execution block meeting requirements for a deed under New Zealand law
1. Company Consent: Required if the company's constitution or shareholders' agreement requires company consent for share transfers
2. Board Approval: Include if board approval is required for the transfer under the company's constitution
3. Assignee's Warranties: Include if the Assignee needs to make specific representations, particularly in larger transactions
4. Tax Indemnity: Include if there are specific tax implications that need to be addressed between the parties
5. Confidentiality: Include if the parties wish to keep the terms of the transfer confidential
6. Power of Attorney: Include if one party needs to appoint another as attorney to complete any aspects of the transfer
7. Shareholder Rights: Include if there are specific rights attached to the shares that need to be addressed
1. Schedule 1: Details of Shares: Detailed description of the shares being transferred, including class, number, and distinctive numbers if any
2. Schedule 2: Share Certificate: Copy of the existing share certificate(s) being transferred
3. Schedule 3: Company Constitution Extract: Relevant extracts from the company constitution regarding share transfers, if applicable
4. Schedule 4: Board Resolution: Copy of board resolution approving the transfer, if required
5. Schedule 5: Transfer Form: Standard share transfer form required by the company
Authors
Consideration
Completion
Warranties and Representations
Further Assurance
Power of Attorney
Company Consent
Board Approval
Share Certificate Delivery
Register Update
Confidentiality
Tax Matters
Notices
Costs and Stamp Duty
Governing Law
Dispute Resolution
Severability
Entire Agreement
Amendments
Counterparts
Third Party Rights
Assignment Rights
Force Majeure
Waiver
Indemnification
Financial Services
Legal Services
Corporate Services
Investment Banking
Private Equity
Professional Services
Manufacturing
Technology
Retail
Real Estate
Healthcare
Mining
Agriculture
Education
Transportation
Legal
Corporate Secretariat
Finance
Compliance
Corporate Governance
Executive Leadership
Investment
Treasury
Risk Management
Board Administration
Company Secretary
Legal Counsel
Corporate Lawyer
Managing Director
Chief Executive Officer
Chief Financial Officer
Company Director
Compliance Officer
Legal Manager
Corporate Governance Manager
Investment Manager
Finance Director
Board Member
General Counsel
Transaction Manager
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