Virginia Transfer Agreement between Deutsche Telecom AG and NAB Nordamerika Beteiligungs Holding GmbH regarding Transfer of Shares to One or More Qualified Subsidiaries is a legally binding contract that outlines the terms and conditions for the transfer of shares from one company to its subsidiary. Under this agreement, Deutsche Telecom AG, the transferring company, agrees to transfer a certain number of shares to one or more subsidiaries of NAB Nordamerika Beteiligungs Holding GmbH, the receiving company. The agreement provides a clear framework for the transfer process, ensuring transparency and legal compliance. The Virginia Transfer Agreement includes several key provisions: 1. Parties Involved: The agreement identifies the transferring company, Deutsche Telecom AG, and the receiving company, NAB Nordamerika Beteiligungs Holding GmbH, as parties to the agreement. 2. Transfer of Shares: The agreement specifies the number of shares being transferred from Deutsche Telecom AG to the qualified subsidiaries of NAB Nordamerika Beteiligungs Holding GmbH. It outlines the transfer process, including any required documentation and approvals. 3. Qualified Subsidiaries: The agreement defines the criteria for a subsidiary to be considered "qualified" and eligible to receive the transferred shares. This may include meeting specific financial, operational, or legal requirements. 4. Consideration and Payment: The agreement discusses the consideration for the transfer of shares, such as the purchase price or other agreed-upon compensation. It outlines the payment terms, including any installment plans or timelines. 5. Representations and Warranties: Both parties provide representations and warranties related to their authority to enter into the agreement, the ownership of shares, and the absence of any third-party claims. This ensures that the transferring company has the legal right to transfer the shares and that the receiving company will receive clear ownership. 6. Indemnification and Liability: The agreement includes provisions for indemnification, outlining the responsibilities and liabilities of each party in case of any breach of the agreement or misrepresentation. The Virginia Transfer Agreement may have various types or variations depending on the specific circumstances or objectives of the transfer. Some potential types of variations may include: 1. Virginia Transfer Agreement for Majority Share Transfer: This type of agreement is used when the transferring company intends to transfer a majority stake in a subsidiary to qualified subsidiaries of the receiving company. 2. Virginia Transfer Agreement for Partial Share Transfer: This variation applies when the transferring company wants to transfer only a portion of its shares in a subsidiary to one or more qualified subsidiaries of the receiving company. 3. Virginia Transfer Agreement with Earn-out Provision: This type of agreement includes an earn-out provision that specifies additional payments or considerations based on the future performance or achievement of certain milestones by the transferred subsidiary. In conclusion, the Virginia Transfer Agreement between Deutsche Telecom AG and NAB Nordamerika Beteiligungs Holding GmbH regarding Transfer of Shares to One or More Qualified Subsidiaries defines the terms and conditions for the transfer of shares from one company to its qualified subsidiary. It is a legally binding document that ensures a smooth and transparent transfer process, protecting the interests of both parties involved.