Share Transfer Agreement Approval

Share Transfer Agreement Approval

This Share Transfer Agreement Approval (the "Approval") is made and entered into as of by and between Company Name: , a company organized under the laws of , with its principal place of business at (the "Company"), and Shareholder/Transferor: (the "Transferor"). The Company and the Transferor are collectively referred to as the "Parties."

RECITALS

WHEREAS, the Transferor is the legal and beneficial owner of certain issued and outstanding shares of the Company as set forth below; and

WHEREAS, the Transferor has entered into a share transfer agreement pursuant to which the Transferor proposes to transfer such shares to Transferee: on the terms and subject to the conditions set forth in the transfer documentation; and

WHEREAS, the Company’s board of directors or authorized officer is authorized to approve transfers of shares, grant consents, and record transfers on the register of members, and the Parties wish to set forth the Company’s approval and the conditions upon which such approval is granted.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. APPROVAL

1.1 Approval. The Company hereby approves the transfer by the Transferor of the shares described in Section 2 to the Transferee subject to the terms and conditions of this Approval. Such approval constitutes the Company’s express consent required under any shareholder agreement, articles of association, bylaws, or other governing instruments of the Company.

2. TRANSFER DETAILS

2.1 Shares to be Transferred. The transfer approved hereby relates to shares of (the "Shares"), evidenced by certificate number(s) .

2.2 Consideration. The Parties acknowledge that the consideration for the transfer is and that all applicable taxes, fees, and levies related to the transfer shall be borne by .

2.3 Effective Date of Transfer. The transfer shall be effective on (the "Transfer Effective Date"), provided that all conditions precedent in Section 3 have been satisfied or waived in writing.

3. CONDITIONS TO TRANSFER

The Company’s approval of the transfer is expressly conditioned upon the fulfillment of the following prior to the Transfer Effective Date:

(a) Delivery to the Company of a duly executed instrument of transfer and such stock certificate(s) as are necessary to effect the transfer and to cancel the existing certificate(s), together with any required endorsements;

(b) Receipt by the Company of evidence satisfactory to the Company of the Transferee’s identity and acceptance of the terms of the Company’s constitutional documents and any applicable shareholder agreements; and

(c) Payment of any transfer taxes, stamp duties, or fees required by law or by the Company’s transfer procedures, and delivery of such tax or indemnity documentation as the Company may reasonably request.

4. REPRESENTATIONS AND WARRANTIES

4.1 Transferor Representations. The Transferor represents and warrants to the Company that: (a) the Transferor is the sole legal and beneficial owner of the Shares free and clear of all encumbrances, liens, claims and restrictions except those disclosed in writing to the Company prior to execution; (b) the Transferor has full power and authority to transfer the Shares; and (c) the signature of the Transferor on all transfer documents is genuine and binding.

4.2 Company Representations. The Company represents that: (a) it has full corporate power and authority to grant the approval contained in this Approval in accordance with its constitutional documents and applicable law; and (b) upon satisfaction of the conditions in Section 3 the Company will record the transfer in its register of members and issue or cause to be issued any replacement certificate evidencing ownership by the Transferee.

5. COVENANTS

5.1 Cooperation. Each Party shall cooperate and execute such further documents and take such actions reasonably required to effect the transfer and to give full force and effect to this Approval.

5.2 Compliance with Transfer Restrictions. The Transferor and Transferee shall comply with all applicable rights of first refusal, preemptive rights, approval procedures, and other transfer restrictions contained in the Company’s constitutional documents or in any shareholders’ agreement.

6. INDEMNIFICATION

The Transferor agrees to indemnify, defend and hold harmless the Company and its officers, directors and agents from and against any and all losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or resulting from any breach of the Transferor’s representations, warranties or covenants in this Approval.

7. RECORDING AND REGISTRATION

Upon satisfaction of the conditions set forth in this Approval, the Company shall, without undue delay, record the transfer in its register of members and issue a new share certificate or update its electronic register to reflect the Transferee as the holder of the Shares.

8. NOTICES

All notices, requests, consents and other communications required or permitted under this Approval shall be in writing and shall be delivered to the addresses set forth below or to such other address as a Party may specify by notice.

9. GOVERNING LAW

This Approval shall be governed by and construed in accordance with the laws of without regard to principles of conflicts of law.

10. ENTIRE AGREEMENT

This Approval, together with the transfer instruments executed in connection herewith, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

11. SEVERABILITY

If any provision of this Approval is held invalid, illegal or unenforceable in any respect, such provision shall be severed and the remaining provisions shall continue in full force and effect to the fullest extent permitted by law.

12. AMENDMENT; WAIVER

This Approval may be amended only by a written instrument signed by the Parties. No waiver of any provision of this Approval shall be effective unless in writing and signed by the Party against whom the waiver is asserted.

13. COUNTERPARTS

This Approval may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile or electronic image of a signature page shall be effective as original signatures.

14. CERTIFICATION

Each Party represents and warrants that the person signing this Approval on its behalf has been duly authorized to execute and deliver this Approval and to bind such Party to the terms and conditions hereof.

Certificate(s) evidencing the Shares attached
Executed transfer instrument attached
Tax or indemnity documentation attached

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