英文股权转让协议

英文股权转让协议
THIS SHARE TRANSFER AGREEMENT (the "Agreement") is made and entered into as of [Date] (the "Effective Date") by and between [Seller's Name], a [Seller's Jurisdiction of Incorporation] corporation with its principal place of business at [Seller's Address] (the "Seller"), and [Buyer's Name], a [Buyer's Jurisdiction of Incorporation] corporation with its principal place of business at [Buyer's Address] (the "Buyer").
WHEREAS, the Seller is the registered owner of [Number of Shares] shares of common stock, par value [Par Value] per share (the "Shares"), of [Company Name], a [Company Jurisdiction of Incorporation] corporation (the "Company"), and the Buyer desires to purchase, and the Seller desires to sell, the Shares upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Sale and Purchase of Shares.
a. The Seller agrees to sell, and the Buyer agrees to purchase, the Shares on the terms and conditions set forth in this Agreement.
b. The purchase price for the Shares shall be [Purchase
Price] (the "Purchase Price"), payable as follows: [Payment Terms].
2. Closing.
a. The closing of the sale and purchase of the Shares (the "Closing") shall take place at the offices of [Law Firm Name], [Law Firm Address], on [Closing Date], or at such other time and place as the parties may mutually agree upon in writing.
b. At the Closing, the Seller shall deliver to the Buyer
the following:
i. The executed and acknowledged Shares, free and clear of all liens, encumbrances, and claims, except as disclosed
in the Seller's Disclosure Schedule.
ii. Such other documents, instruments, and certificates as may be reasonably required to evidence the transfer of the Shares to the Buyer.
3. Representations and Warranties of the Seller.
a. The Seller represents and warrants to the Buyer as follows:
i. The Seller is the legal and beneficial owner of the Shares free and clear of all liens, encumbrances, and claims, except as disclosed in the Seller's Disclosure Schedule.
ii. The Seller has the full right, power, and authority to enter into this Agreement and to sell the Shares to the Buyer.
iii. The execution, delivery, and performance of this Agreement by the Seller do not and will not violate any agreement or instrument to which the Seller is a party or by which the Seller is bound, nor will they result in any breach of any fiduciary duty owed by the Seller to the Company or
any third party.
4. Representations and Warranties of the Buyer.
a. The Buyer represents and warrants to the Seller as follows:
i. The Buyer has the full right, power, and authority to enter into this Agreement and to purchase the Shares from the Seller.
ii. The Buyer has not relied on any representation or warranty made by the Seller or any other person, other than those contained in this Agreement.
5. Covenants of the Seller.
a. The Seller covenants and agrees that, from the date of this Agreement until the Closing:
i. The Seller shall not sell, transfer, pledge, or otherwise dispose of the Shares or any interest therein.
ii. The Seller shall not take any action that would make any representation or warranty of the Seller contained in this Agreement untrue or incorrect.
6. Covenants of the Buyer.
a. The Buyer covenants and agrees that, from the date of this Agreement until the Closing:
i. The Buyer shall not take any action that would interfere with the ability of the Seller to perform its obligations under this Agreement.
7. Conditions Precedent to Closing.
a. The obligation of the Buyer to purchase the Shares is subject to the satisfaction or waiver of the following
conditions precedent at or prior to the Closing:
i. All representations and warranties of the Seller contained in this Agreement shall be true and correct as of the Closing Date.
ii. The Seller shall have performed all covenants and agreements required to be performed by it hereunder at or prior to the Closing.
8. Indemnification.
a. The Seller agrees to indemnify, defend, and hold harmless the Buyer, its officers, directors, employees, agents, and affiliates from and against any and all losses, liabilities, claims, damages, costs, and expenses (including, without limitation, reasonable attorneys' fees and disbursements) arising out of or in connection with any breach of any representation, warranty, or covenant made by the Seller in this Agreement.
9. Governing Law.
a。