Massachusetts Transfer Agreement refers to the contractual agreement between Deutsche Telecom AG (TAG) and NAB Nordamerika Beteiligungs Holding GmbH (NAB) regarding the transfer of shares to one or more qualified subsidiaries in the state of Massachusetts. This agreement outlines the terms, conditions, and procedures that need to be followed during the transfer process. The Massachusetts Transfer Agreement facilitates the efficient and legal transfer of shares held by Deutsche Telecom AG to its qualified subsidiaries under the supervision of NAB Nordamerika Beteiligungs Holding GmbH. This agreement ensures compliance with the relevant laws and regulations of Massachusetts, protecting the interests of all involved parties. Some key provisions typically found in a Massachusetts Transfer Agreement include: 1. Parties Involved: The agreement identifies the parties involved in the transfer, namely Deutsche Telecom AG and NAB Nordamerika Beteiligungs Holding GmbH, as well as their authorized representatives. 2. Transfer of Shares: The agreement specifies the number and type of shares to be transferred from Deutsche Telecom AG to the qualified subsidiaries identified in the agreement. 3. Consideration: The agreement sets out the consideration or payment to be made by the qualified subsidiaries to Deutsche Telecom AG in exchange for the transferred shares. 4. Conditions Precedent: The agreement may include conditions that need to be fulfilled before the transfer can take place. These conditions may relate to regulatory approvals, consents from relevant authorities, or compliance with any contractual obligations. 5. Legal Framework: The agreement includes references to the applicable laws, regulations, and governing jurisdiction that govern the transfer of shares in Massachusetts. 6. Representations and Warranties: The agreement may contain representations and warranties made by both parties regarding their authority to enter into the agreement, ownership of the shares, and compliance with all necessary legal requirements. 7. Confidentiality: The agreement may include confidentiality provisions to protect any sensitive or proprietary information disclosed during the transfer process. 8. Termination: The agreement outlines the circumstances under which the agreement may be terminated, such as breach of obligations or failure to fulfill conditions precedent. While there might be variations of the Massachusetts Transfer Agreement depending on the specific circumstances of the transfer, the core elements mentioned above are commonly found. It is essential for all parties involved to carefully review and negotiate the terms of the agreement to ensure a smooth and legally sound transfer of shares to qualified subsidiaries in Massachusetts.