英文并购合同范本

英文并购合同范本
M&A Agreement
This Agreement ("Agreement") is made and entered into as of
the __________ day of __________, 20__, by and between
__________ ("Seller"), with a registered office at __________, and __________ ("Buyer"), with a registered office at
__________.
1. PURCHASE AND SALE
1.1 The Seller agrees to sell, and the Buyer agrees to purchase, all of the issued and outstanding shares of capital stock of __________ (the "Company"), free and clear of any liens, encumbrances, or security interests, upon the terms
and conditions set forth herein.
2. CONSIDERATION
2.1 The purchase price for the Shares (the "Purchase Price") shall be __________ (the "Cash Consideration"), payable in accordance with the terms of this Agreement.
3. CLOSING
3.1 The closing of the purchase and sale of the Shares (the "Closing") shall take place at __________ on __________, 20__, or at such other time and place as the parties may mutually agree upon (the "Closing Date").
4. REPRESENTATIONS AND WARRANTIES OF THE SELLER
4.1 The Seller represents and warrants to the Buyer as follows:
4.1.1 The Seller has full power and authority to enter
into this Agreement and to consummate the transactions contemplated hereby.
4.1.2 The Shares are owned by the Seller free and clear of any liens, encumbrances, or security interests.
4.1.3 The execution, delivery, and performance of this Agreement by the Seller do not and will not violate any provision of the Company's organizational documents.
5. REPRESENTATIONS AND WARRANTIES OF THE BUYER
5.1 The Buyer represents and warrants to the Seller as follows:
5.1.1 The Buyer has full power and authority to enter into this Agreement and to consummate the transactions
contemplated hereby.
5.1.2 The Buyer has the financial resources to pay the Purchase Price in accordance with the terms of this Agreement.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER
6.1 The obligation of the Buyer to purchase the Shares is subject to the fulfillment, to the satisfaction of the Buyer, of the following conditions:
6.1.1 The representations and warranties of the Seller contained in this Agreement shall be true and correct as of
the Closing Date.
6.1.2 The Seller shall have performed and complied in all material respects with all covenants and agreements to be performed or complied with by it hereunder on or before the Closing Date.
7. COVENANTS OF THE SELLER
7.1 The Seller covenants and agrees as follows:
7.1.1 The Seller shall use its best efforts to cooperate with the Buyer in connection with the consummation of the transactions contemplated by this Agreement.
7.1.2 The Seller shall not, directly or indirectly,
solicit or encourage any inquiries regarding any other offers to purchase the Shares.
8. COVENANTS OF THE BUYER
8.1 The Buyer covenants and agrees as follows:
8.1.1 The Buyer shall use its best efforts to take all actions necessary to consummate the transactions contemplated by this Agreement as promptly as practicable.
8.1.2 The Buyer shall not, directly or indirectly, solicit or encourage any inquiries regarding any other offers to purchase the Shares.
9. TERMINATION
9.1 This Agreement may be terminated by either party upon written notice to the other party if the Closing has not occurred on or before __________, 20__.
10. INDEMNIFICATION
10.1 The Seller shall indemnify and hold harmless the Buyer, its officers, directors, employees, and agents from and against any and all losses, damages, liabilities, costs, and expenses arising out of or in connection with any breach of any representation, warranty, covenant, or agreement made by the Seller in this Agreement.
11. GOVERNING LAW
11.1 This Agreement shall be governed by and construed in accordance with the laws of the __________ without giving effect to any choice of law or conflict of law provisions.
12. ENTIRE AGREEMENT
12.1 This Agreement, along with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
SELLER: __________
By: __________ Name: __________
BUYER: __________
By: __________ Name: __________ Title: __________。