外资独资企业 股权转让协议 (英文版)
股权转让协议书英文版[范文]
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股权转让协议书英文版[范文]第一篇：股权转让协议书英文版[范文]A公司股权转让协议签订协议各方：出让方：G公司受让方：P公司‘A’ Company’s Equity Assignment Agreement dated as of __________, 2008, by and betweenG Company, the AssignorP Company, the AssigneeA公司是由G公司投资设立的一家外资企业。
A公司在杭州市工商行政管理局登记，投资总额为XX万美元，注册资本为XX万美元。
现经转让方与受让方友好协商，在平等互利，协商一致的基础上，达成协议如下：‘A’ Company, a foreign-funded company, was established with investment from G Company.‘A’ Company was registered in the Administrative Bureau for Industry and Commerce of Hangzhou with a registered capital of USD xxx, the total paid up capital is USD xxx.Whereas, the Assignor desires to sell and assign the equity interests of ‘A’ Company, and the Assignee desires to acquire and accept assignment from the Assignor, the legal ownership of ‘A’ Company's shares.Now, therefore, after amicable negotiation, the parties hereby agree as follows: 第一条、出让方和受让方的基本情况出让方：1.1、G公司，法定地址：_________________；法定代表人：________；职务：__________；国籍：_________。
股权转让协议中英文版
股权转让协议中英文版股权转让协议Equity Transfer Agreement甲方：（身份信息）Party A: (Identity Information) 乙方：（身份信息）Party B: (Identity Information)鉴于甲方拥有特定比例的公司股权，乙方希望购买该股权；Whereas, Party A owns a specific percentage of equity in the company and Party B wishes to purchase such equity;双方本着平等、自愿、公平和诚实信用的原则，经友好协商，达成如下协议：Both parties, on the basis of equality, voluntariness, fairness and honesty, have reached the following agreement through friendly consultations:第一条买卖股权的标的Article 1. Object of Equity Transfer（1）甲方将其名下持有的公司股权转让给乙方，具体比例为（填写数字及百分数），转让金额为人民币（填写数字），其中（填写详细说明）。
Party A shall transfer its equity in the company to Party B, the specific percentage of which is (fill in the numerical and percentage), and the transfer amount is RMB (fill in the numerical), of which (fill in the detailed description).（2）甲方同意将转让所需完成的所有手续办妥，确保转让顺利进行。
股权转让协议中英文模板(两篇)
股权转让协议中英文模板（二）股权转让协议中英文模板股权转让协议（英文版）Agreement for the Transfer of Equity本协议由下列各方于（日期）签署：This Agreement is entered into on (date) by and among the following parties:甲方（Transferor）姓名/公司名称：地址：法定代表人/负责人：电话：传真：电子邮件：Party A (Transferor)Address:Legal representative/Responsible person:Phone:Fax:乙方（Transferee）姓名/公司名称：地址：法定代表人/负责人：电话：传真：电子邮件：Party B (Transferee)Address:Legal representative/Responsible person: Phone:Fax:注册地：公司地址：法定代表人/负责人：电话：传真：电子邮件：Registered place:Legal representative/Responsible person: Phone:Fax:鉴于：Whereas:1. 甲方即（Transferor）为乙方（Transferee）现持有的位于（公司注册地）的（公司名称）的（股权比例）的股权转让有意愿。
2. 乙方（Transferee）同意购买甲方（Transferor）所持有的股权，并为此支付一定金额。
Whereas Party B (Transferee) agrees to purchase the equity held by Party A (Transferor), and will pay a certain amount for this purpose.各方经协商一致，达成如下协议：Now, therefore, in consideration of their mutual covenants herein contained, the parties agree as follows:第一条股权转让Article 1 Transfer of Equity1.1 股权转让说明Instructions for the Transfer of Equity1.1.1 甲方（Transferor）同意将其在（公司名称）所持股份中的（转让数量）股权转让给乙方（Transferee）。
股权转让协议中英文版(两篇)
股权转让协议中英文版（二）股权转让协议中英文版（二）协议书编号：xxxx-xxxx甲方：（出让方名称）地址：（出让方地址）乙方：（受让方名称）地址：（受让方地址）根据《中华人民共和国公司法》等相关法律法规的规定，甲乙双方经友好协商，就甲方持有的股权进行转让，达成如下协议：第一条转让股权的明确1.1 甲方充分保证其作为出让方拥有并合法持有股权，该股权并未质押、司法冻结、限制转让或受到其他任何形式的限制。
1.2 甲方同意将其持有的股权：公司名称：（公司名称）、股权比例：（股权比例）%进行转让给乙方。
第二条交易价格和付款方式2.1 本次股权转让的交易价格为人民币（金额数字大写）万元。
双方同意由乙方以一次性付款的方式支付全款，并在本协议签署之日起（天数数字）个工作日内支付至甲方指定账户。
2.2 乙方确认，已对所购买的股权进行充分的尽职调查，并对公司的经营状况、财务状况等信息进行了充分了解。
第三条过户手续及相关费用3.1 股权转让的过户手续由甲方负责办理，包括但不限于公司工商变更登记、证券账户变更登记等。
3.2 股权转让所产生的过户费用由乙方承担，具体费用由双方另行协商确定。
第四条违约责任4.1 若甲方未按照本协议约定履行股权转让手续，甲方应向乙方支付违约金，违约金的金额为本次股权转让价格的（违约金比例）%。
4.2 若乙方未按照本协议约定支付全部股权转让价格，乙方应向甲方支付违约金，违约金的金额为本次股权转让价格的（违约金比例）%。
第五条保密条款5.1 双方一致同意对本协议的内容及相关信息保密，未经对方书面同意，任何一方不得将协议内容透露给第三方或向公众披露。
第六条争议解决6.1 本协议在履行过程中如发生争议，双方应友好协商解决。
如协商不成，任何一方均有权将争议提交至双方所在地有管辖权的人民法院解决。
第七条附加条款7.1 本协议未尽事宜，由甲乙双方另行协商确定。
第八条协议生效8.1 本协议一式两份，甲乙双方各执一份，具有同等法律效力。
股权转让合同协议书英文
Share Transfer AgreementThis Share Transfer Agreement (the "Agreement") is made and entered into as of [Date], by and between [Seller], a [Seller's jurisdiction] corporation, and [Buyer], a [Buyer's jurisdiction] corporation (each a "Party" and collectively the "Parties").BACKGROUNDWHEREAS, the Seller is the owner of [number] shares (the "Shares") of [Company], a [Company's jurisdiction] corporation (the "Company");WHEREAS, the Buyer desires to purchase and acquire from the Seller, and the Seller desires to sell and assign to the Buyer, the Shares upon the terms and conditions set forth herein;NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:1. Sale and Purchase of Shares1.1 Sale and Purchase. The Seller agrees to sell, assign, transfer, convey, and deliver to the Buyer, and the Buyer agrees to purchase, acquire, and accept from the Seller, all of the right, title, and interest of the Seller in and to the Shares.1.2 Closing. The closing of the purchase and sale of the Shares (the "Closing") shall take place at [Location] on [Closing Date], or such other date and time as the Parties may mutually agree (the "Alternative Closing Date").2. Purchase Price2.1 Purchase Price. The total purchase price for the Shares (the "Purchase Price") shall be [Price], payable as follows:(a) [Percentage] of the Purchase Price shall be paid by the Buyer to the Seller at the Closing by wire transfer of immediately available funds to an account designated by the Seller;(b) [Percentage] of the Purchase Price shall be paid by the Buyer to the Seller on [Date], by wire transfer of immediately available funds to an account designated by the Seller; and(c) The balance of the Purchase Price shall be paid by the Buyer to the Seller on [Date], by wire transfer of immediately available funds to an account designated by the Seller.2.2 Earnest Money. The Buyer shall pay to the Seller an earnest money deposit in the amount of [Amount] at the time of execution of this Agreement, which shall be applied to the Purchase Price at the Closing.3. Representations and Warranties3.1 Seller's Representations and Warranties. The Seller represents and warrants to the Buyer that:(a) Ownership of Shares. The Seller is the record owner of the Shares and has good and marketable title to the Shares, free and clear of any liens, encumbrances, or claims;(b) Authority. The Seller has the full right, power, and authority to enter into this Agreement and to consummate the transactions contemplated hereby;(c) No Brokerage. The Seller has not entered into any agreement with any broker, finder, or agent in connection with the transactions contemplated by this Agreement; and(d) Accuracy of Representations. All representations and warranties made by the Seller in this Agreement are true, correct, and complete in all material respects.3.2 Buyer's Representations and Warranties. The Buyer represents and warrants to the Seller that:(a) Authority. The Buyer has the full right, power, and authority to enter into this Agreement and to consummate the transactions contemplated hereby;(b) Accuracy of Representations. All representations and warranties made by the Buyer in this Agreement are true, correct, and complete in all material respects; and(c) Investment Purpose. The Buyer is acquiring the Shares for investment purposes only and not with a view to or for the purpose of resale or distribution.4. Covenants and Agreements4.1 Conduct of Business Prior to Closing. Between the date of this Agreement and the Closing, the Seller shall:(a) Conduct the business of the Company in the ordinary course consistent with past practices;(b) Not sell, assign, transfer, or encumber any interest in the Shares or the Company;(c) Not enter into any transaction that would materially affect the operations or financial condition of the Company; and(d) Cooperate with the Buyer in the preparation of the documents and instruments necessary to consummate the transactions contemplated bythis Agreement.4.2 Delivery of Documents and Instruments. At the Closing, the Seller shall deliver to the Buyer the following:(a) A properly executed stock certificate or certificates representing the Shares, free and clear of any liens, encumbrances, or claims;(b) A bill of sale and assignment executed by the Seller, conveying to the Buyer all of the right, title, and interest of the Seller in and to the Shares;(c) A certificate executed by the Seller representing that the Seller has performed all of the Seller's obligations under this Agreement; and(d) Such other documents and instruments as may be required to consummate the transactions contemplated by this Agreement.4.3 Cooperation After Closing. After the Closing, the Seller shall cooperate with the Buyer in any reasonable request for information or assistance related to the Shares or the Company.5. Indemnification5.1 Indemnification by Seller. The Seller shall indemnify and hold harmless the Buyer against any losses, damages, claims, or liabilities (including reasonable attorneys' fees and expenses) arising out of or resulting from any breach of the Seller's representations, warranties, or covenants under this Agreement.5.2 Indemnification by Buyer. The Buyer shall indemnify and hold harmless the Seller against any losses, damages, claims, or liabilities (including reasonable attorneys' fees and expenses) arising out of or resulting from any breach of the Buyer's representations, warranties, or covenants under this Agreement.6. Miscellaneous6.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the [Governing Jurisdiction].6.2 Entire Agreement. This Agreement (including the exhibits hereto) constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties with respect to the subject matter hereof.6.3 Amendments and Modifications. This Agreement may be amended, modified, or supplemented only by a written instrument executed by all Parties.6.4 Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the Party to whom notice is to be given, or on the third day after mailing if mailed to the Party to whom notice is to be given, by first class mail,registered or certified, postage prepaid, and properly addressed as follows:To Seller: [Seller's Address]To Buyer: [Buyer's Address]6.5 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.6.6 Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.IN WITNESS WHEREOF, the Parties have executed this Share Transfer Agreement as of the date first above written.[Seller]By: ___________________________Name:Title:[Buyer]By: ___________________________Name:Title:。
股权转让合同 英文范本
股权转让合同英文范本Agreement No.: __________________________Date of Agreement: ____ day of ___, 20Effective Date: ____ day of ___, 20Parties:Transferor:Name: __________________________Address: __________________________Contact Person: __________________________Transferee:Name: __________________________Address: __________________________Contact Person: __________________________Recitals:This Share Transfer Agreement (the "Agreement") is made and entered into on the date first written above by and between the Transferor and the Transferee for the purpose of transferring shares of stock in [Company Name], a [Jurisdiction] corporation (the "Company").Key Information and Terms:Shares to be Transferred1.1. Number of Shares: __________________________1.2. Class of Shares: __________________________1.3. Par Value of Shares (if applicable):__________________________1.4. Certificate Number(s) (if applicable):__________________________Purchase Price2.1. Total Purchase Price: __________________________2.2. Price Per Share: __________________________2.3. Payment Method: __________________________2.4. Payment Schedule: __________________________Transfer Procedures3.1. Transfer Date: __________________________3.2. Delivery of Share Certificates:__________________________3.3. Transfer Documentation:- Share Transfer Form- Board Resolution (if applicable)- Other Relevant DocumentsRepresentations and Warranties4.1. Representations by Transferor:4.1.1. The Transferor is the legal and beneficial owner of the shares.4.1.2. The shares are free from any liens, encumbrances, or restrictions.4.1.3. The Transferor has the authority to transfer the shares.4.2. Representations by Transferee:4.2.1. The Transferee has the authority to enter into this Agreement.4.2.2. The Transferee understands the risks associated with the share transfer.Conditions Precedent5.1. Approval:5.1.1. Board of Directors' Approval (if required)5.1.2. Shareholder Approval (if required)5.2. Compliance:5.2.1. Compliance with applicable laws and regulations.Covenants6.1. Covenants of Transferor:6.1.1. To execute all necessary documents to effectuate the transfer.6.1.2. To provide all necessary information for the transfer.6.2. Covenants of Transferee:6.2.1. To pay the purchase price as agreed.6.2.2. To comply with all legal requirements related to the share transfer.Indemnification7.1. Indemnification by Transferor:7.1.1. To indemnify the Transferee against any claims arising from a breach of the Transferor's representations and warranties.7.2. Indemnification by Transferee:7.2.1. To indemnify the Transferor against any claims arising from a breach of the Transferee's representations and warranties.Governing Law and Dispute Resolution8.1. Governing Law:8.1.1. This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction].8.2. Dispute Resolution:8.2.1. Any disputes arising out of or in connection with this Agreement shall be resolved through arbitration in [Location] in accordance with the rules of [Arbitration Body].Miscellaneous9.1. Entire Agreement:9.1.1. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.9.2. Amendments:9.2.1. No amendment or modification of this Agreement shall be valid unless made in writing and signed by both parties.9.3. Notices:9.3.1. All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth above.9.4. Severability:9.4.1. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.SignaturesIN WITNESS WHEREOF, the parties hereto have executed this Share Transfer Agreement as of the date first written above.Transferor:Signature: __________________________Name: __________________________Title (if applicable): __________________________Transferee:Signature: __________________________Name: __________________________Title (if applicable): __________________________This Share Transfer Agreement covers all essential terms and conditions for the transfer of shares, ensuring acomprehensive and legally binding arrangement between the parties involved. Adjust the specific details to fit the actual transaction.。
股权转让协议英文版Share Transfer Agreement
Share Transfer Agreement股票转让协议_________,_________,_________(M,D,Y)TABLE OF CONTENTSSection 1 Purchase and Sale of Stock1.1 Sale of Stock.1.2 Sale of Investment Banking Warrants. .1.3 Closing.Section 2 Representations and Warranties of the Company2.1 Corporate Organization; Authority; Due Authorization2.2 Capitalization2.3 Common Stock Issuable upon Conversion of Series B Preferred and Exercise of Warrants and Investment Banking Warrants2.4 Brokers and Finders.2.5 No Conflict; Required Filings and Consents2.6 Disclosure2.7 Rights Agreement2.8 Ownership of Preferred Stock2.9 Absence of Claims by the Company2.10 Agreements Valid2.11 No RepresentationSection 3 Representations and Warranties of the Sellers3.1 Formation and Status of Seller3.2 Due Authorization3.3 No Violation3.4 No Consent Needed3.5 Tax and Legal Matters3.6 Ownership of Company Shares3.7 Absence of Claims by the Seller3.8 Offering3.9 Brokers or Finders3.10 Rights Agreement and Stock Ownership3.11 Investment Experience3.12 Agreements Valid3.13 No Representation.Section 4 Investment Representations of the PurchaserSection 5 General Provisions5.1 Governing Law5.2 Entire Agreement; Amendment5.3 Notices5.4 Assignment5.5 No Waiver5.6 Descriptive Headings5.7 CounterpartsExhibit A SellersExhibit B Company CapitalizationExhibit C Amendment to Registration Rights AgreementExhibit D Subscription AgreementExhibit E WarrantsExhibit F Investment Banking WarrantsExhibit G Settlement AgreementExhibit H Registration Rights AgreementSHARE TRANSFER AGREEMENTTHIS SHARE TRANSFER AGREEMENT (the "Agreement") is made as of_________,_________,_________(M,D,Y), by and among AAA, Incorporated, a _________(PLACENAME) corporation (the "Purchaser"), each of the eight sellers listed on Exhibit A hereto (each, a "Seller" and collectively, the "Sellers"), and BBB Inc., a _________(PLACENAME) corporation (the "Company").BACKGROUNDA. The Company and all of the Sellers except KKK, Inc. ("Adam Smith") (the seven Sellers not including Adam Smith are sometimes referred to herein as the "Preferred Stock Sellers") are parties to that certain Subscription Agreement for Series B Convertible Preferred Stock and Warrants, dated_________,_________,_________(M,D,Y) (the "Subscription Agreement"), pursuant to which the Preferred Stock Sellers purchased from the Company_________ units, at a price of $,_________ per unit. Each unit consists of: (i) one (1) share of the Company's Series B Preferred Stock (the "Series B Preferred"), and (ii) one hundred (100) five-year warrants, each five-year warrant exercisable topurchase one share of the Company's Common Stock at a price of $,_________ per share (the "Warrants"). The aggregate price paid by the Preferred Stock Sellers was $,_________ for the _________ units (consisting of a total of _________ shares of Series B Preferred and _________ Warrants).B. The Company and Adam Smith entered into that certain Investment Banking Agreement, dated as of _________,_________,_________(M,D,Y) (the "Investment Banking Agreement"), pursuant to which the Company issued to Adam Smith _________ warrants to purchase the Company's Common Stock (the "Investment Banking Warrants").C. The Company and the Sellers are parties to that certain Settlement Agreement, dated _________,_________,_________(M,D,Y) (the "Settlement Agreement"), pursuant to which: (i) the Company and the Preferred Stock Sellers rescinded, on a pro rata basis, the purchase of _________ shares of Series B Preferred and_________ Warrants; and (ii) the Company and Adam Smith reduced the number of Investment Banking Warrants by _________ and terminated the Investment Banking Agreement.D. As a result of the agreements set forth in paragraphs A -- C above, the Preferred Stock Sellers now own, in the specific amounts set forth on Exhibit A hereto, a total of _________ shares of Series B Preferred and the _________ Warrants. The_________ shares of Series B Preferred and the _________ Warrants are referred to herein collectively as the "Purchased Securities." In addition, Adam Smith owns _________ Investment Banking Warrants.E. The Preferred Stock Sellers now wish to sell, and the Purchaser wishes to purchase, the Purchased Securities for an aggregate purchase price of $,_________, or $,_________ per unit, and Adam Smith now wishes to sell, and the Purchaser wishes to purchase, the Investment Banking Warrants for an aggregate purchase price of $,_________.NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:SECTION 1PURCHASE AND SALE OF STOCK1.1 Sale of Stock. The Preferred Stock Sellers hereby agree to sell the Purchased Securities to the Purchaser for a total purchase price of $,_________ (the "Purchase Price"), such Purchase Price to be paid to the Sellers in the amounts set forth under the column entitled "Total Price" on Exhibit A hereto.1.2 Sale of Investment Banking Warrants. Adam Smith hereby agrees to sell the Investment Banking Warrants to the Purchaser for a total purchase price of $1.00 (the "Investment Banking Warrant Price").1.3 Closing. The purchase and sale of the Purchased Securities and the Investment Banking Warrants hereunder shall take place at a closing (the "Closing"; the date on which the Closing occurs is hereinafter referred to as the "Closing Date"). The Closing shall take place concurrently with the execution and delivery of this Agreement by the Sellers, the Purchaser and the Company. At the Closing:(a) the Purchaser shall deliver to each Preferred Stock Seller or its designee by wire transfer, cashier's check or certified checks from a bank acceptable to the Preferred Stock Seller, or such other method of payment as the Preferred Stock Seller shall approve, an amount equal to the Preferred Stock Seller's pro rata portion of the Purchase Price;(b) each Preferred Stock Seller shall deliver to the Purchaser a Stock Power, the stock certificate representing the shares of Series B Preferred held by each of them, the original Warrant held by each of them, and any other documents reasonably acceptable to the Purchaser evidencing the transfer of the Purchased Securities from each Preferred Stock Seller to Purchaser;(c) the Purchaser shall deliver to Adam Smith or its designee by wire transfer, cashier's check or certified checks from a bank acceptable to Adam Smith, or such other method of payment as Adam Smith shall approve, an amount equal to the Investment Banking Warrant Price;(d) Adam Smith shall deliver to the Purchaser the original Investment Banking Warrant and any other documents reasonably acceptable to the Purchaser evidencing the transfer of the Investment Banking Warrants from Adam Smith to the Purchaser;(e) upon the delivery by the Purchaser to the Company of the documents referred to in Section 1.3(b) and Section 1.3(d), the Company shall issue and deliver to the Purchaser (i) a stock certificate for _________ shares of Series B Preferred; (ii) a warrant to purchase _________ shares of Company Common Stock, with the same terms and conditions as the Warrants; and (iii) a warrant to purchase _________ shares of Company Common Stock, with the same terms and conditions as the Investment Banking Warrant; and(f) the Company, the Sellers and the Purchaser shall execute and deliver an amendment (the "Amendment") to that certain Registration Rights Agreement by and among the Company and the Sellers, dated _________(M,D,Y) (the "Rights Agreement"; and as amended, the "Amended Rights Agreement"), in the form attached as Exhibit C.SECTION 2 SECTION 2REPRESENTATIONS AND WARRANTIES OF THE COMPANYThe Company hereby represents and warrants to the Purchaser as follows, subject to such exceptions as are specifically disclosed in writing in the disclosure schedulesupplied by the Company to Purchaser dated as of the date hereof (the "Company Disclosure Letter"):2.1 Corporate Organization; Authority; Due Authorization.(a) The Company (i) is a corporation duty organized, validly existing and in good standing under the laws of the State of _________(PLACENAME), (ii) has the corporate power and authority to own or lease its properties as and in the places where such business is now conducted and to carry on its business as now conducted and (iii) is duly qualified and in good standing as a foreign corporation authorized to do business in every jurisdiction where the failure to so qualify, individually or in the aggregate, would have a material adverse effect on the operations, prospects, assets, liabilities, financial condition or business of the Company (a "Company Material Adverse Effect"). Certificates of state authorities as of a recent date evidencing such valid existence or due qualification, as the case may be, and good standing have been delivered to the Purchaser.(b) The Company (i) has the requisite corporate power and authority to execute, deliver and perform this Agreement and the other agreements and warrants contemplated hereby to which it is a party (collectively, the "Other Agreements") and to incur the obligations herein and therein and (ii) has been authorized by all necessary corporate action to execute, deliver and perform this Agreement and the Other Agreements and to consummate the transactions contemplated hereby and thereby (the "Contemplated Transactions"). This Agreement and each of the Other Agreements is a valid and binding obligation of the Company enforceable in accordance with its terms, except as such enforceability may be limited by principles of public policy and subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies.2.2 Capitalization. As of _________,_________,_________(M,D,Y), the authorized capital of the Company consisted of (i) _________ shares of Common Stock,$,_________ par value per share (the "Common Stock"), of which _________ shares of Common Stock were outstanding, and (ii) _________ shares of Preferred Stock, $,_________ par value per share, which may be designated as Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series B Convertible Preferred Stock. The Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock consist of an aggregate of not more than _________ shares, of which _________ are designated as Series A Preferred Stock. In addition, _________ shares of Company Preferred Stock are designated as Series B Convertible Preferred Stock, of which _________ shares are outstanding. The capitalization of the Company as of _________,_________,_________(M,D,Y) is set forth on Exhibit B. All outstanding shares were issued in compliance with all applicable Federal and state securities laws. Except as contemplated by this Agreement or as set forth in the Company Disclosure Letter, the Company has not granted (i) any outstanding subscriptions, warrants, options, conversion privilegesor other rights or agreements to purchase or otherwise acquire or issue any shares of capital stock from the Company (or shares reserved for such purpose), (ii) any preemptive rights or rights of first refusal with respect to the issuance of additional shares of capital stock of the Company other than as set forth in the Warrants and Investment Banking Warrants, and (iii) any commitments or understandings (oral or written) of the Company to issue any shares, warrants, options or other rights. Exhibit B sets forth the Company warrants, options, convertible securities and other Company stock purchase rights outstanding as of_________,_________,_________(M,D,Y), the number of shares of common stock issuable thereunder and the exercise or conversion price thereof, as the case may be. To the best of the Company's knowledge, except as set forth in the Company Disclosure Letter, none of the shares of Common Stock are subject to any shareholders' agreement, voting trust agreement or similar arrangement or understanding. Except as set forth in the Company Disclosure Letter, the Company has no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter.2.3 Common Stock Issuable upon Conversion of Series B Preferred and Exercise of Warrants and Investment Banking Warrants. The issuance of the shares of Common Stock (the "Underlying Shares") issuable upon conversion of the Series B Preferred or upon exercise of the Warrants and the Investment Banking Warrants has been duly authorized and the Underlying Shares have been, and at all times prior to such conversion or exercise will have been, duly reserved for issuance upon such conversion or exercise and, when so issued, will be validly issued, fully paid and non-assessable.2.4 Brokers and Finders. The Company has not retained any investment banker, broker or finder in connection with the Contemplated Transactions.2.5 No Conflict; Required Filings and Consents.(a) The execution and delivery of this Agreement and the Other Agreements by the Company do not, and the performance of this Agreement and the Other Agreements and the consummation by the Company of the Contemplated Transactions will not, (i) conflict with or violate the Certificate of Incorporation or By-Laws or equivalent organizational documents of the Company, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Company or by which any property or asset of the Company is bound or affected, or (iii) except as set forth in the Company Disclosure Letter, result in any material breach of or constitute a material default (or an event which with notice or lapse of time or both would become a material default) under, result in the loss of a material benefit under, or give to others any right of purchase or sale, or any right of termination, amendment, acceleration, increased payments or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company pursuant to, anynote, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company is a party or by which the Company or any property or asset of the Company is bound or affected.(b) The execution and delivery of this Agreement and the Other Agreements by the Company do not, and the performance of this Agreement and the Other Agreements and the consummation by the Company of the Contemplated Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign (each a "Governmental Entity") except for applicable requirements, if any, of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or any state securities or "blue sky" laws ("Blue Sky Laws").2.6 Disclosure. No representation or warranty of the Company herein or in the Company Disclosure Letter and no information disclosed in the forms and reports filed with the Securities and Exchange Commission contained, when made, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading, when made.2.7 Rights Agreement. The Company agrees that the Purchased Securities are subject to the terms and provisions of the Amended Rights Agreement, and the Company agrees that the Purchaser shall have all of the rights and privileges set forth in the Amended Rights Agreement as if a signatory thereto.2.8 Ownership of Preferred Stock. The transfer of the Series B Preferred to the Purchaser pursuant to this Agreement is duly authorized, and the Series B Preferred are validly issued, fully paid and non-assessable. Assuming that the purchase and sale of the Series B Preferred is effected pursuant to the terms of this Agreement and the Contemplated Transactions, as a result of the Contemplated Transactions, the Purchaser will be the sole record holder of all issued and outstanding shares of Series B Preferred and there are no presently outstanding rights to acquire or receive any shares of Series B Preferred.2.9 Absence of Claims by the Company. As of the Closing Date, the Company will have no claim against the Seller under any contract or on any other legal basis whatsoever arising out of the Seller's ownership of the Purchased Securities, except for any breaches of any representations, warranties, duties or covenants under this Agreement.2.10 Agreements Valid. Each of the following agreements (each of which is attached hereto) is a true and correct copy of the final, executed version of each such agreement, and, as of immediately prior to the Closing, is in full force and effect and represents a valid and binding agreement between the parties thereto: the Subscription Agreement, attached as Exhibit D; the Warrants, each of which is attached as Exhibit E; the Investment Banking Warrants, attached as Exhibit F; theSettlement Agreement, attached as Exhibit G; and the Rights Agreement, attached as Exhibit H.2.11 No Representation. The Company makes no representation as to the accuracy of the representations and warranties made by the Sellers in Section 3 and the Purchaser in Section 4 of this Agreement.SECTION 3REPRESENTATIONS AND WARRANTIES OF THE SELLERSEach Seller hereby severally warrants to the Purchaser and the Company, and agrees to, the following:3.1 Formation and Status of Seller. If the Seller is a corporation or other legal entity, the Seller is duly incorporated or formed and validly existing under the laws of its jurisdiction of incorporation or formation.3.2 Due Authorization. This Agreement has been duly and validly authorized, executed and delivered by, or on behalf of, the Seller, and, assuming the due authorization, execution and delivery by the Purchaser and the Company, constitutes a valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms except as such enforceability may be limited by principles of public policy and subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies. All other documents to be authorized, executed and delivered by the Seller will be duly authorized, executed and delivered by the Seller and will be valid and binding obligations of the Seller enforceable in accordance with their respective terms, except as such enforceability may be limited by principles of public policy and subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies.3.3 No Violation. Neither the execution and delivery of this Agreement nor the performance by the Seller of its obligations hereunder or under the Other Agreements will conflict with any agreement or commitment to which the Seller is a party, or violate any statute or law or any judgment, decree, order, regulation or rule of any court or other Governmental Entity applicable to the Seller. There are no legal proceedings pending, or to the Seller's knowledge, threatened, against such Seller that questions the validity of the Agreement or would prevent consummation of the Contemplated Transactions. The Seller is not a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality.3.4 No Consent Needed. To Seller's knowledge, no consent, waiver, approval, order or authorization of, or declaration, filing or registration with, any Governmental Entity or any third party is required to be made or obtained by the Seller inconnection with the execution and delivery by the Seller of this Agreement or the Other Agreements or the performance by the Seller of its obligations hereunder or the consummation by the Seller of the Contemplated Transactions.3.5 Tax and Legal Matters. The Seller has had an opportunity to review with its own tax and legal advisors the tax and legal consequences to the Seller of the Contemplated Transactions. The Seller understands that it must rely solely on its advisors and not on any statements or representations by the Purchaser or the Company, or any of their agents. The Seller further understands that it shall be responsible for its own tax liability that may arise as a result of the Contemplated Transactions.3.6 Ownership of Company Shares. Seller is the sole record and beneficial owner of the number of shares of Series B Preferred and the Warrants or the Investment Banking Warrants set forth next to its name on Exhibit A, and such securities are not and will not at any time prior to or at the Closing be subject to any lien or to any rights of first refusal of any kind. Except as set forth in this Agreement or a schedule hereto, there are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which the Seller is a party or by which he, she or it is bound obligating the Seller to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold repurchased or redeemed, any shares of Series B Preferred or Warrants or Investment Banking Warrants or obligating the Seller to grant or enter into any such option, warrant, call, right, commitment or agreement and there will be no such agreements at any time prior to or at the Closing. The Seller has or prior to the Closing will have good and valid title to, and has the sole right to transfer such shares of Series B Preferred and Warrants and Investment Banking Warrants. Such interests constitute all of shares of Series B Preferred and Warrants and Investment Banking Warrants owned, beneficially or of record, by the Seller. The Purchaser will receive good and valid title to such shares of Series B Preferred and Warrants and Investment Banking Warrants in accordance with the Contemplated Transactions, subject to no claim, or lien retained, granted or permitted by the Seller. Except as contemplated in this Agreement, the Seller has not engaged in any sale or other transfer of its shares of Series B Preferred or Warrants or Investment Banking Warrants in contemplation of the Contemplated Transactions.3.7 Absence of Claims by the Seller. As of the Closing Date, the Seller will have no claim against the Company or the Purchaser under any contract or on any other legal basis whatsoever, except for a claim against the Purchaser for the Purchaser's failure, if any, to pay the Purchase Price and the Investment Banking Warrant Price as specified in Section 1.1 and Section 1.2.3.8 Offering. Subject to the accuracy of the Purchaser's representations in Section4 hereof, the offer, sale and issuance of the Purchased Securities and Investment Banking Warrants to be issued in conformity with the terms of this Agreement constitute transactions exempt from the registration requirements of Section5 ofthe Securities Act of 1933, as amended (the "Securities Act") and from the qualification requirements of the California Corporate Securities Laws of 1968, as amended.3.9 Brokers or Finders. The Seller has not engaged any brokers, finders or agents, and the Purchaser has not incurred, and will not incur, directly or indirectly, as a result of any action taken by the Company, any liability for brokerage or finders' fees or agents' commissions or any similar charges in connection with the Agreement. In the event that the preceding sentence is in any way inaccurate, the Seller hereby agrees to indemnify and hold harmless the Purchaser and the Company from any liability for any such commission or compensation in the nature of a brokerage or finder's fee or agent's commission (and the costs and expenses of defending against such liability or asserted liability) for which the Purchaser or the Company or any of their respective officers, partners, employees or representatives is responsible.3.10 Rights Agreement and Stock Ownership. The Seller agrees that, effective as of the Closing, the Seller will no longer have any of the rights set forth in the Rights Agreement and will no longer hold any: shares of Series B Preferred, shares of Company Common Stock, warrants or options to purchase any shares of Series B Preferred or Common Stock, or other securities of the Company.3.11 Investment Experience. The Seller is experienced in evaluating the unregistered securities of companies, has such knowledge and experience in financial or business matters that the Seller is capable of evaluating the merits and risks of the sale of the Purchased Securities and the Investment Banking Warrants, and has made an informed decision to sell the Purchased Securities and the Investment Banking Warrants. The Seller is aware that the Purchaser and the Company are planning to enter into a Merger Agreement pursuant to which the Purchaser will have the option, in its sole discretion, to purchase shares of Company common stock at a per share price of $,_________.3.12 Agreements Valid. Each of the following agreements to which such Seller is a party (each of which is attached hereto) is a true and correct copy of the final, executed version of each such agreement, and, as to such Seller, is in full force and effect and represents a valid and binding agreement between the parties thereto as of immediately prior to the Closing: the Subscription Agreement, attached as Exhibit D; the Warrants, each of which is attached as Exhibit E; the Investment Banking Warrants, attached as Exhibit F; the Settlement Agreement, attached as Exhibit G; and the Rights Agreement, attached as Exhibit H.3.13 No Representation. The Seller makes no representation as to the accuracy of the representations and warranties made by the Company in Section 2 and the Purchaser in Section 4 of this Agreement.SECTION 4 SECTION 4INVESTMENT REPRESENTATIONS OF THE PURCHASERThe Purchaser represents and warrants to the Sellers and to the Company, and agrees to, the following:4.1 The Purchaser is acquiring the Purchased Securities and the Investment Banking Warrants for investment for its own account, not as a nominee or agent and not with a view to, or for resale in connection with, any distribution thereof, and has no present intention of selling, granting participation in, or otherwise distributing the Purchased Securities and the Investment Banking Warrants. The Purchaser further represents that the Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer, or grant participation to such person or to any third person, with respect to any of the Purchased Securities and the Investment Banking Warrants. The Purchaser understands that the Purchased Securities and the Investment Banking Warrants have not been registered under the Securities Act, and are not required to be registered by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent as expressed herein.4.2 The Purchaser is experienced in evaluating and investing in the unregistered securities of companies, can bear the economic risk of this investment and has such knowledge and experience in financial or business matters that the Purchaser is capable of evaluating the merits and risks of the investment in the Purchased Securities and the Investment Banking Warrants. The Purchaser understands that an investment in the Company involves substantial risks. The Purchaser further understands all of the risks related to the purchase of the Purchased Securities and the Investment Banking Warrants and that the purchase of the Purchased Securities and the Investment Banking Warrants will be a highly speculative investment. The Purchaser is able, without impairing its financial condition, to hold the Purchased Securities and the Investment Banking Warrants for an indefinite period of time and to suffer a complete loss of its investment.4.3 The Purchaser is an "accredited investor" as such term is defined under Rule 501 of Regulation D, promulgated under the Securities Act.4.4 The Purchaser is aware of the Company's business affairs and financial condition, and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Purchased Securities and the Investment Banking Warrants. The Purchaser further represents and acknowledges that the Purchaser is solely responsible for its own due diligence investigation of the Company and for its own analysis of the terms, merits and risks of this investment.4.5 The Purchaser understands that the certificate evidencing the securities will be imprinted with a legend which prohibits the transfer of the securities unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company, and any other legend required under applicable state securities。
股权转让协议中英文版
股权转让协议中英文版第一篇：股权转让协议中英文版股权转让协议(节录)Equity Transfer Agreement(excerpt)......(2)The Indemnifying Party shall be entitled to employ counsel reasonably acceptable to the Indemnitee to assume and defend any such third party claim or demand asserted against the Indemnitee at its own expense;provided, however, that such counsel has no conflict of interest.The Indemnitee shall be entitled to participate in(but not control)the defense of any such claim or demand at its own expense.The Indemnifying Party shall notify the Indemnitee in writing, as promptly as possible after the date of the notice of claim given by the Indemnitee to the Indemnifying Party under Section 8.5(1), of its election to defend in good faith any such third party claim or demand.The Indemnitee shall not settle compromise any such third party claim or demand without the consent of the Indemnifying Party(not to be unreasonably withheld)unless the judgment or proposed settlement by its terms(i)obligates the Indemnitee to pay the full amount of the liability in relation to such third party claim;(ii)releases the Indemnifying party completely in relation to such third party claim;(iii)does not impose an injunction or other equitable relief upon the Indemnifying Party;and(iv)dos not otherwise adversely affect the Indemnifying Party.The Indemnitee shall cooperate with and shall make available to the Indemnifying Party or its agents, all records and other material in the Indemnifies Party’s possession reasonably required by it for its use in contesting any third party claim or demand.......(2)补偿方有权聘请可被受补偿方合理接受的律师对第三方向受补偿方提出的索赔或要求进行辩护，费用由补偿方承担；但是，该律师不得有利益冲突。
股权转让合同范本英文
股权转让合同范本英文Share Transfer AgreementThis Share Transfer Agreement (the "Agreement") is made and entered into as of [date] and between:Party A (the "Transferor"):[Name of Transferor][Address of Transferor]Party B (the "Transferee"):[Name of Transferee][Address of Transferee]WHEREAS, the Transferor is the legal owner of [number] shares (the "Shares") in [Company Name] (the "Company");AND WHEREAS, the Transferor desires to transfer the Shares to the Transferee, and the Transferee desires to acquire the Shares from the Transferor.NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:1. Transfer of Shares. The Transferor here transfers and conveys to the Transferee, all of the Transferor's right, and interest in and to the Shares, free and clear of any liens, encumbrances or clms.2. Consideration. In consideration for the transfer of the Shares, the Transferee shall pay to the Transferor the sum of [amount of consideration] (the "Consideration").3. Closing. The closing of the transfer of the Shares (the "Closing") shall take place at [location of Closing] on or before [date of Closing].4. Representations and Warranties. The Transferor represents and warrantsto the Transferee that:(a) The Transferor has good and marketable to the Shares and has the full power and authority to transfer the Shares;(b) The Shares are not subject to any liens, encumbrances or clms;(c) There are no outstanding obligations or liabilities with respect to the Shares;(d) The transfer of the Shares will not violate any applicable laws or regulations.5. Indemnification. The Transferor agrees to indemnify and hold harmless the Transferee from and agnst any and all losses, damages, clms, actions, suits or proceedings (collectively, "Losses") arising out of or in connection with any breach of the representations and warranties made the Transferor in this Agreement.6. Governing Law. This Agreement shall be governed and construed in accordance with the laws of [applicable law].7. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, oral or written, between the parties with respect to the same.IN WITNESS WHEREOF, the parties have caused this Agreement to be signed their respective authorized representatives as of the date first above written.Party A:[Signature of Transferor]Party B:[Signature of Transferee]。
公司股权转让协议(中英文)
公司股权转让协议(中英文)XXX interest in the Company。
and they XXX。
and the XXX interest。
subject to the XXX Agreement.鉴于，转让方是公司股权的合法和受益所有人，他们希望将这些股权转让给受让方，而受让方希望在本协议规定的条款和条件下收购这些股权。
1.XXX1.协议股权的转让XXX。
and the XXX Transferors。
all of the Transferors’ rights。
title。
and interest in and to the equity interest in the Company (the“Transferred Equity”).转让方同意将协议股权的所有权、所有权和利益转让给受让方，受让方同意从转让方收购协议股权的所有权、所有权和利益。
2.Payment of the Transfer Price2.转让价款的支付XXX Agreement.协议股权的转让价款应根据本协议规定的条款和条件由受让方支付给转让方。
3.Closing3.交割XXX shall take place on the Closing Date at the offices of the Company or at such other place as the Parties may agree in writing.协议股权的转让交割应在交割日在公司办公室或各方书面同意的其他地点进行。
4.XXX Closing4.交割的先决条件XXX:各方履行本协议所规定的交易的义务应受以下先决条件的满足或豁免：5.ns and Warranties5.陈述与保证Each Party represents and warrants to the other Party as follows:各方向另一方陈述和保证如下：6.XXX6.权利和义务Each Party shall have the XXX Agreement.各方应拥有本协议规定的权利和义务，并应遵守与本协议所涉及的交易相关的所有适用法律和法规。
股权转让协议(中英文对照版)
股权转让协议(中英文对照版)股权转让协议目录一、前言二、定义和术语1. 股权转让方2. 股权受让方3. 股权4. 股权转让价格5. 股权转让日三、股权转让1. 股权转让方同意将其持有的股权全部转让给股权受让方。
2. 股权受让方同意购买并支付股权转让价格。
四、股权转让价格和支付方式1. 股权转让价格2. 支付方式五、股权转让的交付和过户1. 股权转让的交付2. 股权转让的过户六、陈述、保证和承诺1. 股权转让方的陈述、保证和承诺2. 股权受让方的陈述、保证和承诺七、违约责任八、争议解决九、适用法律十、合同的修改和终止十一、合同的生效、修订和解除十二、保密条款十三、通知十四、附件1. 股权转让方的身份证明文件2. 股权受让方的身份证明文件3. 股权转让价格的支付凭证4. 其他相关文件以下是股权转让协议的具体内容：一、前言本股权转让协议（以下简称“本协议”）由以下双方于______年______月______日签订：1. 股权转让方：_________（以下简称“转让方”）2. 股权受让方：_________（以下简称“受让方”）鉴于：1. 转让方是_________公司（以下简称“公司”）的股东，持有公司_________%的股权。
2. 转让方愿意将其持有的股权全部转让给受让方。
3. 受让方愿意购买并支付股权转让价格。
根据上述情况，双方本着平等、自愿、公平、诚实信用的原则，达成如下协议：二、定义和术语1. 股权转让方：指本协议中将其持有的股权转让给受让方的公司股东。
2. 股权受让方：指本协议中购买转让方持有的股权的公司或个人。
3. 股权：指转让方持有的公司股权，包括股权比例和相应的权益。
4. 股权转让价格：指受让方购买转让方持有的股权所需支付的价格。
5. 股权转让日：指甲方将股权交付给乙方并办理完毕过户手续的日期。
三、股权转让1. 股权转让方同意将其持有的股权全部转让给股权受让方。
2. 股权受让方同意购买并支付股权转让价格。
2024股权转让协议书(完美修订版)英文版
2024股权转让协议书(完美修订版)英文版2024 Share Transfer Agreement (Perfect Revised Edition)This document sets forth the terms and conditions of the share transfer agreement between the parties involved. The agreement outlines the transfer of ownership of shares from one party to another, including the purchase price, transfer process, warranties, and other relevant details.The parties agree to transfer the shares in accordance with the terms outlined in this agreement. The transfer process will be completed upon the fulfillment of all conditions stipulated herein. Both parties are obligated to fulfill their respective obligations as outlined in the agreement.Any disputes arising from this agreement will be resolved through arbitration in accordance with the laws of the jurisdiction in which theagreement was signed. The parties agree to abide by the decision of the arbitrator and to cooperate in the arbitration process.This revised edition of the share transfer agreement aims to provide clarity and precision in the transfer process. It is essential that both parties carefully review and understand the terms of the agreement before proceeding with the share transfer.By signing below, both parties acknowledge their understanding and acceptance of the terms and conditions set forth in this agreement. This document serves as a legally binding contract between the parties involved in the share transfer.Signed:___________________________[Party A]Date: ____________________________________________ [Party B]Date: _________________。
2024年-股权转让协议(中英版本)简版
股权转让协议（中英版本）简版附件一：《股权转让协议》中文版甲方（转让方）：【甲方全称】地质：【甲方地质】法定代表人：【甲方法定代表人】乙方（受让方）：【乙方全称】地质：【乙方地质】法定代表人：【乙方法定代表人】鉴于：2.乙方愿意受让甲方持有的目标公司【股权比例】%的股权，并按照本协议的条款和条件支付相应的股权转让款；3.甲乙双方本着平等、自愿、公平、诚信的原则，经友好协商，达成如下协议：第一条股权转让1.1甲方同意将其持有的目标公司【股权比例】%的股权转让给乙方，乙方同意受让。
1.2甲方应确保目标公司其他股东放弃优先购买权，并取得目标公司董事会对本次股权转让的同意。
第二条股权转让款2.1乙方应向甲方支付人民币【股权转让款金额】元（大写：【股权转让款金额】元整）作为股权转让款。
2.2乙方应在本协议签订之日起【付款期限】日内，将股权转让款支付至甲方指定的银行账户。
第三条股权转让手续3.1甲方应在本协议生效之日起【股权转让手续办理期限】日内，协助乙方办理股权转让相关手续。
3.2甲方应确保目标公司按照相关规定，及时办理股东名册变更、工商变更登记等手续。
第四条陈述与保证4.1甲方保证其持有的目标公司股权权属清晰，不存在任何抵押、质押、查封、冻结等权利瑕疵。
4.2甲方保证其在本协议签订之日前的陈述和提供的信息真实、准确、完整，不存在虚假记载、误导性陈述或重大遗漏。
第五条违约责任5.1任何一方违反本协议的约定，导致本协议无法履行或造成对方损失的，应承担违约责任，向对方支付赔偿金。
第六条争议解决6.1本协议的签订、履行、解释及争议解决均适用法律。
6.2凡因本协议引起的或与本协议有关的任何争议，应通过友好协商解决；协商不成的，任何一方均有权将争议提交至【甲方所在地】有管辖权的人民法院诉讼解决。
第七条附则7.1本协议自甲乙双方签字（或盖章）之日起生效。
7.2本协议一式两份，甲乙双方各执一份。
7.3本协议未尽事宜，可由甲乙双方另行签订补充协议，补充协议与本协议具有同等法律效力。
股权转让协议中英文版
股权转让协议出让方：A股份有限公司（以下简称甲方）受让方：B有限公司（以下简称乙方）根据《中华人民共和国公司法》、《中华人民共和国中外合资企业法》、《中华人民共和国合同法》等有关法律法规规定、缔约双方本着平等互利、等价有偿的原则，就甲方向乙方转让其出资的有关事宜，通过友好协商，订立本协议。
第一条标的及转让价款1、甲方将其在C公司的全部出资及其权益（出资比例为2.13%）转让给乙方。
2、双方确定甲方向乙方转让该出资及其权益，乙方应向甲方支付转让价款总额为人民币壹千贰百贰拾万元（1220万元）。
第二条支付时间和支付方式甲、乙双方委托C有限公司负责办理本协议第一条项下出资转让的报批及工商变更登记。
乙方需在获得政府主管部门的批准后的５个工作天之内向甲方支付本协议项下第一条所述的价款总额。
第三条附带义务甲方需在本协议按第九条的规定生效后向C有限公司提出其委派董事的辞任同意函。
第四条权益、责任及风险转移乙方向甲方支付转让价款后，甲方在C有限公司的所有权益，责任及风险即时转移至乙方。
第五条声明、承诺和保证1、甲方承诺对本协议第一条项下的出资为甲方合法全权所拥有，没有任何按揭、抵押、留置或第三者权益，不附带任何或然负债或其他潜在责任，亦不存在任何针对上述出资的诉讼、仲裁或争议。
2、如此次出资转让因甲、乙双方外的其他原因终止，甲方应在5个工作天之内向乙方返还其已支付的出资转让款。
3、本协议签署之日至本次股权转让变更登记完成之前，该期间C有限公司的资产无论发生任何变化均不再改变本协议所约定的股权转让价格（1220万元）。
第六条违约责任本协议双方的任何一方违反其在本合同中的任何声明、承诺和保证，或本协议的任何一方因不履行或延迟履行本协议项下部分或全部义务，即构成违约。
违约方因其违约行为给守约方造成的实际损失，违约方应对守约方做出足额赔偿。
第七条相关税费因本协议第一条项下所指出资转让所发生的全部税项及费用，依照我国的相关法规办理；无规定者，由本协议双方平均分担。
股权转让协议 (中英文)(标准版)
股权转让协议(中英文)(标准版)（二）股权转让协议甲方：【出让方全称】地质：【出让方地质】联系人：【出让方联系人】方式：【出让方方式】乙方：【受让方全称】地质：【受让方地质】联系人：【受让方联系人】方式：【受让方方式】丙方：【见证人全称】地质：【见证人地质】方式：【见证人方式】鉴于：1.甲方是一家依法成立并有效存续的公司，具备相应的权益进行股权转让；2.乙方希望通过本协议获得甲方所持有的股权，以进一步加强其在公司的控制力；3.双方经过友好协商并在平等自愿的基础上，达成本协议。
鉴于上述事实，各方约定如下：第一条转让股权1.1甲方同意将其持有的公司【公司名称】的股权以法定的方式转让给乙方，具体股权份额如下：股份持有人股权份额（%）股权认购金额（RMB）【甲方姓名】【持股比例】【认购金额】1.2转让价格及付款条件（1）乙方同意以【购买单价】的价格购买甲方持有的股权。
总购买款项为【购买金额】元。
（2）付款方式：乙方应在本协议生效之日起【付款期限】内向甲方支付全部转让价款。
1.3本协议生效条件（1）本协议的生效条件为乙方按照第一条第1.2节约定向甲方支付全部转让价款。
（2）本协议的生效条件应由各方共同履行。
第二条承诺与保证2.1甲方的承诺与保证甲方保证在签署本协议之日，其所转让的股权持有是完全合法、有效的，不存在任何限制、质押或债权性权益；甲方已经全面、真实、完整地履行了自身作为卖方的所有义务。
2.2乙方的承诺与保证乙方保证在签署本协议之日，其有足够的资金和资源以支付全部转让价款，并且其获取股权的目的是符合法律和商业道德的。
第三条过户手续（1）向【工商部门】提交转让申请文件，并办理相关的过户手续；（2）在所涉及的文件中签署必要的文件，以确保股权的合法转让；（3）协助乙方与公司进行有关的录入、变更等手续。
3.2甲方保证所提交的与股权转让相关的文件真实、完整、合法且有效，并补办有关手续。
第四条保密条款4.1双方在本协议中涉及到的商业机密、技术方案、财务报表、合同文件以及其他与本协议有关的信息均应作为商业秘密予以保护。
英文版股权转让协议模板
英文版股权转让协议模板Share Transfer AgreementThis Share Transfer Agreement （＂Agreement"） is made and entered into on date by and between:Party A （the ＂Transferor"）：Name: Party A's nameAddress: Party A's addressContact Number: Party A's numberParty B （the ＂Transferee"）：Name: Party B's nameAddress: Party B's addressContact Number: Party B's numberWHEREAS, the Transferor is the legal owner of number shares （the ＂Shares"） in company name （the ＂Company"）；WHEREAS, the Transferee desires to acquire the Shares from the Transferor;NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereby agree as follows:1、 Transfer of SharesThe Transferor hereby agrees to transfer and sell to the Transferee, and the Transferee hereby agrees to purchase from the Transferor, all of the Shares, free and clear of any liens, encumbrances, or restrictions2、 ConsiderationThe total consideration for the transfer of the Shares is amount （the ＂Consideration"） The Transferee shall pay the Consideration to the Transferor in the manner and within the time period specified in this Agreement3、 Payment of ConsiderationThe Transferee shall pay the Consideration to the Transferor by payment method within number days from the date of this Agreement4、 Representations and Warranties of the TransferorThe Transferor represents and warrants to the Transferee as follows:（a) The Transferor has full legal capacity and authority to enter into this Agreement and to perform the obligations hereunder（b) The Shares are owned by the Transferor free and clear of any liens, encumbrances, or restrictions（c) The Transferor has provided the Transferee with all information regarding the Company and the Shares that the Transferee has requested5、 Representations and Warranties of the TransfereeThe Transferee represents and warrants to the Transferor as follows:（a) The Transferee has full legal capacity and authority to enter into this Agreement and to perform the obligations hereunder（b) The Transferee is acquiring the Shares for its own account and not for the purpose of resale or distribution6、 Covenants of the Parties（a) The Transferor shall cooperate with the Transferee and the Company to effect the transfer of the Shares and to obtain all necessary consents and approvals（b) The Transferee shall cooperate with the Transferor and the Company to effect the transfer of the Shares and to obtain all necessary consents and approvals7、 Indemnification（a) The Transferor shall indemnify and hold the Transferee harmless from and against any and all losses, damages, liabilities, costs, and expenses （including reasonable attorneys' fees) arising out of or in connection with any breach of the representations and warranties made by the Transferor in this Agreement（b) The Transferee shall indemnify and hold the Transferor harmless from and against any and all losses, damages, liabilities, costs, and expenses （including reasonable attorneys' fees) arising out of or in connection withany breach of the representations and warranties made by the Transferee in this Agreement8、 Governing Law and JurisdictionThis Agreement shall be governed by and construed in accordance with the laws of jurisdiction Any dispute arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the courts of jurisdiction9、 Entire AgreementThis Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter10、 Amendment and WaiverNo amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties11、 NoticesAll notices and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the parties at the addresses set forth above or such other addresses as the parties may designate by notice in writingIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above writtenParty A: SignatureParty B: SignatureThis template is provided for reference only and should be customized and reviewed by legal professionals to meet the specific requirements and circumstances of each transaction The legal implications and requirements of share transfer can be complex and may vary depending on the jurisdiction and the nature of the company It is essential to seek legal advice before entering into any share transfer agreement。
英文版股权转让协议
英文版股权转让协议This Equity Interest Transfer Agreement (hereinafter referred to as “this Agreement”) is made on , by and between the following parties:甲方：Party A乙方：Party B以上甲方称“转让方”，乙方称“受让方”，各签署方单独称为“各方”。
The above parties hereinafter are referred to as “Parties”collectively and as “Party” individually. Party A hereinafter is referred to as “Transferor”, Party B hereinafter is referred to as “Transferee”.鉴于：WHEREAS(1) 甲方于年月日投资设立北京幸运南风餐饮管理有限公司，公司注册资本为100.01万元人民币，已全部缴清。
1. Party A established Beijing Xinyunnanfeng Restaurant Management Co., Ltd on . The registered capital of the company is 100,000,001RMB, which has been fully paid-up. Party A holds 50% of the shares in the company respectively.(2) 甲方拟出售其现持有的公司股权;受让方愿意购买转让方欲出售的股权。
2. Party A now intends to sell his % company shares; Party B is willing to buy the shares.甲乙双方现根据《中华人民共和国合同法》以及相关法律法规的规定，本着平等互利、友好协商的原则，达成如下协议,以兹共同遵守：NOW, according to the Contract Law of the People’s Republic of China and other related laws and regulations, and in consideration of the premises and mutual covenants herein contained, the Parties agree as follows:第一条转让条件和价款支付ARTICLE 1 EQUITY INTEREST TRANSFER1.1 依据本协议条款，甲方同意将其持有的公司100%股权出售于受让方;受让方同意购买该全部股权。
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Appendix 4 - Registration of Officers;21
Appห้องสมุดไป่ตู้ndix 5 - Detailed account of responsibilities undertaken by the Company.21
THIS AGREEMENTis made in[place] on thisday of, 200[] between:
“Articles of Association”shall mean the Company’s revised Articles of Association reflecting the provisions of this Agreement, to be executed byTransferorand Transfereeon[date].
10.Arragements As to officers of the Company12
11.Effectiveness13
12.Disolution of the agreement14
13.Breach and indemnity15
14.Tax……………………………..….16
15.Confidentiality17
4.payment………………3
5.Trasferor’s liability for indemnity4
6.Responsibilities of Sellers5
7.guarantees of the transferee8
pletion…………………9
9.Arrangements During the Transitional Period10
equity Transfer Agreement
Between
[ ] Co., Ltd.
and
[ ] Co., Ltd.
table of contents
1.Definitions and Interpretations1
2.Transfer of Share2
3.Purchase Price and Premium3
TransferorandTransfereemay be individually referred to as a "Party" or collectively referred to as the "Parties".
whereas
A.______(the name of the subject company)(the“Company”)is a limited liability companyduly organized and validlyexisting under the laws of the People’s Republic of China and having its legal address at[ ]. The registered capital ofthe Companyis[ ]. The actual paid capital of the Company is[ ].
and
[ ] Co.,Ltd.a legal personduly organizedand validly existingunder thelaws of[ ]and with its legal address at[ ](hereinafter referred to as "Transferee");
B.Transferoristhe soleshareholder ofthe Company and haspaid up its capitalcontribution.
C.Transferor intends to transfer to Transferee and Transfereeintends to acquire100%share of[the Company]fromTransferor.
16.Force Majeure17
17.Settlement of Disputes17
18.A Complete Agreement18
19.Notice…………18
20.Miscellaneous19
Appendix 1 - Benchmark daily Company assessment report;21
[ ]Co., Ltd.,a legal personduly organizedand validlyexisting under the laws of[ ]and with its registered address at[ ](hereinafter referred to as "Transferor");
1.
1.1
Unless the terms or context of this Agreement otherwise provide, the following terms shall have the meanings as set out below:
“Approval Authority”shall mean the[ ], which is the examination and approval authority competent to approve this Agreement.
Appendix 2 - Bench-Mark daily account of Company’s assets;21
Appendix 3 - Bench-Mark detailed daily account ofliability, expected liability or contingent liability;21