Share transfer provisions—joint venture shareholders’ agreement
Share transfer provisions—joint venture shareholders’ agreement

The following Corporate precedent provides comprehensive and up to date legal information covering:

  • Share transfer provisions—joint venture shareholders’ agreement

Insert the following as new definitions (if not already included) in the joint venture shareholders’ agreement:

Compulsory Transfer Event

  1. has the meaning given to it in the Articles;

Deed of Adherence

  1. means the deed of adherence to this Agreement in the form set out at Schedule [insert schedule number];

Defaulting Shareholder

  1. has the meaning given to it in clause 1.11;

Default Transfer Notice

  1. has the meaning given to it in the Articles;

[Loan Note Instrument

  1. means the loan note instrument in the agreed form created by the Company and executed at Completion;]

[Loan Notes

  1. means the £[insert amount] [insert rate]% [insert whether secured or unsecured] loan notes 20[insert year] of the Company to be constituted by the Loan Note Instrument and references to a Loan Note shall be construed accordingly;]

[Lock-in Period

  1. has the meaning given to it in clause 1.1;]

Non-Defaulting Shareholder

  1. has the meaning given to it in clause 1.11;

Insert the following as a new clause in the joint venture shareholders’ agreement:

    1. 1

      Transfer of Shares

      1. 1.1

        [Lock-in Period

        Notwithstanding any other provision of this Agreement, no Shareholder will transfer, or otherwise dispose of, or encumber any Share or any interest in any Share without the prior written consent of the other Shareholder [until [insert date] OR for a period of [insert number] year[s] from the date of this Agreement ] (Lock-in Pe

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