5.8 Each party ensures that it does not take any action that could affect, obstruct or affect the obligations of the other party set out in this share transfer agreement. Shareholder agreements generally govern the freedom to trade shares of the company and have one of the following mechanisms (whose characteristics and sophistication may vary): PandaTip: Sometimes companies charge a fee for the transfer of shares and the issuance of new share certificates, it is probably less than 50 USD, but you can check this first. If you want these costs to be borne by the transferor or shared between the two parties, you can change the clause above. Your lawyers will generally include the following clauses in your shareholders` pact. Please note that, although these are standard clauses, your lawyer who drafts the shareholders` pact can optimize these clauses, whether you are a majority or minority shareholder. Rights of the first refusal – a requirement for a shareholder to offer the other shareholders of the company the right (but no obligation) to acquire the shares before the sale or sale of shares to a third party. Shareholders may agree that the shareholders` pact succeeds the Constitution in the magnitude of a conflict. However, such a shareholders` pact does not engage the company unless the company is associated with it. 5.7 Any delay or non-application of the terms of this share transfer agreement and any delay in the event of a violation of its clause by a party does not constitute a waiver of those rights. 5.12 This share transfer agreement may be carried out in more than one language between the parties and, in the event of a conflict between the various translations of this share transfer agreement, the English version prevails.
PandaTip: WARNING! Transfer of partially paid shares (less than 100%) an obligation of the purchaser and is the same as the transfer of a debt. In the last example (Acorn Trading), obtaining these shares would create a $9,000 commitment for the new shareholder. Tag Along / Drag Along – A shareholder`s right to require a shareholder who sells his shares that the buyer buys the shares of the former/right of one shareholder to force another shareholder to sell his shares to another purchaser under the same conditions. Notwithstanding the above, the board`s agreement is necessary for the transfer of shares. PandaTip: When the transferred shares are sold, the "transferor" means the seller and the "seller" the buyer. The assignor is the registered holder of these shares or shares pursuant to Schedule A (the "shares").