Share Transfer Agreement
| Updated at | March 2010 |
THIS AGREEMENT is made at........................... on this..................... day of ............ 20.............
BETWEEN
.................................. Private Limited, a Company registered under the Indian Companies Act having its registered office at ................................................... (hereinafter referred to as "First Party" which expression shall unless repugnant to the context or meaning thereof include its successors and permitted assigns) of the FIRST PART,
AND
.......................................... Limited, a company registered under the Indian Companies Act having its registered office at ................................................. (hereinafter referred to as "Second Party" which expression shall unless repugnant to the context or meaning thereof include its successors and permitted assigns) of the SECOND PART, and
Shri. ............................, s/o Shri. .........................., r/o ......................................., for and on his own behalf and for and on behalf of Shri. ........................., s/o Shri. .........................., r/o ....................................... (hereinafter referred to as the "Shri. .................. [Third Party]" which expression shall unless repugnant to the context or meaning thereof include its successors and permitted assigns) of the THIRD PART.
Second Party and Shri. ............................. are hereinafter collectively referred to as the ''Sellers''.
Whereas Third Party, Shri. ............................. and Shri. ............................... hold.................. fully paid-up equity shares of Rs...........(Rupees..............................) each in.............................. Limited, a company registered under the Indian Companies Act having its registered office at......................................... (hereinafter referred to as "Balzeflash Limited"), constituting 100% of the issued and paid-up share capital of Balzeflash Limited (the ''Balzeflash Limited Shares'').
And whereas Balzeflash Limited carries on the business of manufacture and sale of _____and ____;
And whereas the Sellers wish to transfer the Balzeflash Limited Shares to First Party.
Now therefore, in light of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
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Definitions
1.1 ''Assets'' means all rights, properties and assets, whether movable or immovable, tangible or intangible, including Land, owned by Balzeflash Limited as set out in Schedule-I hereto.
1.2 ''Completion Accounts'' means the financial statements, including the balance-sheet and the profit and loss account of Balzeflash Limited as of the date of Completion of Transfer.
1.3 ''Completion of Transfer'' means the transfer of the Balzeflash Limited Shares from the Sellers to First Party whereupon First Party shall be registered as the holder of the Balzeflash Limited Shares in its register of members.
1.4 ''FIPB'' means the Foreign Investment Promotion Board.
1.5 ''Land'' means the piece of land known as......................, within the village limits of..............., Taluka and Registration Sub-district..............., District and Registration District..............., admeasuring............... square meters or thereabouts and more particularly described in the Lease Deed and together with all rights, easements, and appurtenances thereto.
1.6 ''Lease Deed'' means the lease deed dated................................ between Balzeflash Limited and SIDC.
1.7 ''Lien'' means any mortgage, pledge, charge, hypothecation, collateral assignment, deposit arrangement, encumbrance, statutory or other lien, or any other security interest or preferential arrangement of any kind or nature whatsoever, including, without limitation, any conditional sale or other title retention Agreement having substantially the same effect as any of the foregoing.
1.8 ''SIDC'' means the State Industrial Development Corporation.
1.9 ''SIA'' means the Secretariat for Industrial Assistance.
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Representations of the Sellers
The Sellers hereby warrant and represent as follows. The representations and warranties in this Article 2 shall remain in full force and effect notwithstanding the Completion of Transfer of Balzeflash Limited Shares and so far as such warranties and representations of the Sellers relate in whole or part to present and past matters of fact as on the Completion of Transfer of the Balzeflash Limited Shares they shall also be deemed to constitute fundamental representations upon the faith of which this Agreement has been entered into by First Party. Each of the representations and warranties shall be deemed to be repeated at the time the payments are made to the Sellers under Article 4 hereof.
2.1 With respect to Balzeflash Limited and the Sellers:
2.1.1 Status: Balzeflash Limited and Third Party are companies duly incorporated and validly existing and have the corporate power to own their assets and carry on their business as is being conducted and to perform their obligations under this Agreement, and Balzeflash Limited is the holder of all necessary permissions/licences, required in connection with its Assets and its business and the Sellers know of no reason or of any facts or circumstances which (with or without the giving of notice or lapse of time) would be likely to give rise to any reason why any of them should be suspended, cancelled, revoked or not renewed and there is no order, decree or judgment of any court or any governmental body outstanding which may have a material adverse effect on the business of Balzeflash Limited.
2.1.2 Power and Authority: The Sellers have the power to execute, deliver and perform their obligations under this Agreement and all necessary corporate, shareholder and other action has been taken to authorise the execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement.
2.1.3 Legal Validity: This Agreement constitutes valid and legally binding obligations of the Sellers, enforceable in accordance with its respective terms.
2.1.4 Non-Conflict: The execution, delivery and performance of this Agreement will not (a) contravene any existing applicable law to which Balzeflash Limited and the Sellers are subject, (b) conflict with, or result in any breach of any of the terms of, or constitute a default under, any agreement or other instrument to which Balzeflash Limited or any of the Sellers is a party or is subject or by which it or any of the Assets is bound, (c) contravene or conflict with any provision of Balzeflash Limited''s or Third Party''s constitutional documents or (d) contravene, violate, or conflict with any licenses, approvals, or consents obtained by Balzeflash Limited or the Sellers.
2.1.5 Capital: The authorised share capital of Balzeflash Limited is Rs........................... (Rupees.......................................). As of the date hereof, each shareholder of Balzeflash Limited and its legal or beneficial ownership of the Balzeflash Limited Shares are as indicated in Schedule-II and no other persons, have subscribed or will subscribe, or have entered or will enter into any agreement to subscribe, to any shares, or securities convertible into shares, in Balzeflash Limited.
2.1.6 Business until Completion of Transfer: During the period between the signing of this Agreement and the Completion of Transfer, nothing will be done in the conduct of the management of the affairs of Balzeflash Limited, which would be likely to prejudice the interests of First Party as a prospective purchaser of the Balzeflash Limited Shares.
2.1.7 Litigation: No litigation, arbitration or administrative proceeding is taking place, pending or threatened against Balzeflash Limited whether in relation to its assets, liabilities, taxation or otherwise which could have a material adverse effect on the performance of this Agreement, the interest of Balzeflash Limited in its assets, the liabilities of Balzeflash Limited or the decision of First Party to enter into and perform this Agreement.
2.2 With respect to the Assets:
2.2.1 Title: Balzeflash Limited has good title to all its Assets free and clear of Liens. No person other than Balzeflash Limited has any right, title or interest in any of the Assets. The Completion of Transfer shall not affect in any manner the title; ownership and rights of Balzeflash Limited to the Assets and Balzeflash Limited shall continue to have such ownership, right and title to the Assets following such transfer. First Party shall have the right to rescind this Agreement by notice to the Sellers if as a consequence of transfer of the Balzeflash Limited Shares, the ownership; rights and title to the Assets are affected for reasons not attributable to First Party. Any costs, expenses, charges or taxes of any nature whatsoever related to perfection of maintenance of Balzeflash Limited''s right, title and interest in the Assets, including without limitation any differential premium or other sums payable to SIDC (other than the transfer charges payable at the time of the Merger) arising from the transfer of the Balzeflash Limited Shares shall be borne and paid by Third Party.
2.2.2 Payment of Rent, Taxes and Service Charges: Balzeflash Limited has paid the rent due (to SIDC under the Lease Deed on the day and in the manner provided for under the Lease Deed); all taxes, rate, assessment outgoings of every description (payable under the Lease Deed in respect of the Land); and recurring fees (to SIDC in the nature of service charges as may have been due from time to time and/or prescribed by the Government of......................... under the...................... Industrial Development Act or the Rules framed thereunder in respect of the amenities and common facilities provided by SIDC). Any rent, taxes service charges or other payments in...
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