英文股权转让合同正式模版
股权转让协议书英文版[范文]
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:_________。
2024英文股权转让协议范本
2024英文股权转让协议范本Subject: Equity Transfer AgreementThis Equity Transfer Agreement (hereinafter referred to as "Agreement") is made and entered into on [Date] by and between [Party A], a company duly organized and existing under the laws of [Country], with its office located at [Address], (hereinafter referred to as "Owner"), and [Party B], a company duly organized and existing under the laws of [Country], with its office located at [Address], (hereinafter referred to as "Transferee").PartiesParty A: [Owner's Name]Party B: [Transferee's Name]Scope of AgreementThis Agreement governs the transfer of the equity interest in the business of [Company Name], owned by Party A, to Party B. This includes all intellectual property rights, trade secrets, customer lists, and other assets associated with the business.Equity Interest TransferParty B shall acquire from Party A the equity interest in the business of [Company Name]. The specific share allocation shall be determined through negotiations between the parties.Transfer PriceThe transfer price for the equity interest shall be determined through negotiations between the parties. The final agreed-upon price shall be binding upon both parties.Conditions of AcceptanceParty B shall accept this Agreement within [Number] days from the date of delivery of this Agreement by Party A. If Party B does not accept this Agreement within the specified time, this Agreement shall automatically terminate and Party A shall have no further obligations.Governing Law and JurisdictionThis Agreement shall be governed by and construed in accordance with the laws of [Country]. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [Country].ConfidentialityBoth Parties agree to maintain the confidentiality of any information obtained during the negotiation and execution of this Agreement which is marked as confidential, unless such information is publicly available at the time of disclosure.TerminationEither party may terminate this Agreement upon notice to the other partyif the other party materially breaches any provision of this Agreement. Entire AgreementThis Agreement constitutes the entire understanding between the parties and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions between them, whether oral or written, with respect to the subject matter hereof. This Agreement may not be amended or modified except in writing signed by both parties.In Witness Whereof, the parties have executed this Agreement as of the date first above written.[Party A's Name] [Party A's Signature] [Party B's Name] [Party B's Signature]。
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)
股权转让协议(中英文)本协议由以下双方于 [日期] 签订:甲方(转让方): [甲方全称]乙方(受让方): [乙方全称]鉴于:1. 甲方为 [公司名称](以下简称“目标公司”)的股东,持有目标公司 [持股比例]%的股权。
2. 甲方愿意将其持有的目标公司股权转让给乙方,乙方愿意接受该股权。
现双方就股权转让事宜达成如下协议:第一条股权转让1. 甲方同意将其持有的目标公司 [持股比例]%的股权转让给乙方。
2. 乙方同意接受甲方转让的上述股权。
第二条转让价格1. 股权转让价格为人民币 [金额] 元(RMB [金额])。
2. 乙方应于本协议签订之日起 [支付时间] 内向甲方支付全部转让价款。
第三条转让程序1. 甲方应在收到转让价款后 [时间] 个工作日内,协助乙方完成股权转让的工商变更登记手续。
2. 双方应互相配合,提供必要的文件和信息,以确保股权转让的顺利完成。
第四条保证与承诺1. 甲方保证所转让的股权为其合法所有,未设置任何抵押、质押或其他权利负担。
2. 乙方承诺按照本协议约定支付股权转让价款,并承担因股权转让产生的相关税费。
第五条违约责任1. 如一方违反本协议的任何条款,违约方应向守约方支付违约金,违约金的数额为转让价款的 [百分比]%。
2. 违约方还应赔偿守约方因违约行为遭受的一切损失。
第六条争议解决1. 因本协议引起的或与本协议有关的任何争议,双方应首先通过友好协商解决。
2. 如协商不成,任何一方均可向甲方所在地人民法院提起诉讼。
第七条其他1. 本协议自双方签字盖章之日起生效。
2. 本协议一式两份,甲乙双方各执一份,具有同等法律效力。
甲方(签字): [甲方签字]乙方(签字): [乙方签字]日期: [日期]Equity Transfer AgreementThis Agreement is entered into by and between the following parties on [Date]:Party A (Transferor): [Full Name of Party A]Party B (Transferee): [Full Name of Party B]WHEREAS:1. Party A is a shareholder of [Company Name] (hereinafter referred to as the "Target Company"), holding [Percentage of Shares]% of the equity interest in the Target Company.2. Party A is willing to transfer its equity interest in the Target Company to Party B, and Party B is willing to accept such equity interest.NOW, THEREFORE, the parties have agreed upon the following terms regarding the equity transfer:Article 1 Equity Transfer1. Party A agrees to transfer [Percentage of Shares]% of its equity interest in the Target Company to Party B.2. Party B agrees to accept the aforementioned equity interest transferred by Party A.Article 2 Transfer Price1. The equity transfer price is RMB [Amount].2. Party B shall pay the entire transfer price to Party A within [Time] after the execution of this Agreement.Article 3 Transfer Procedures1. Party A shall assist Party B in completing the equity transfer registration procedures with the relevant administrative authorities for business within [Time] working days after receiving the transfer price.2. Both parties shall cooperate with each other and provide the necessary documents and information to ensure the smooth completion of the equity transfer.Article 4 Warranties and Representations1. Party A warrants that the equity interest beingtransferred is legally owned by it and is free from any mortgages, pledges, or other encumbrances.2. Party B undertakes to pay the equity transfer price as stipulated in this Agreement and to bear any taxes and fees arising from the equity transfer.Article 5 Breach of Contract1. In the event that a party breaches any term of this Agreement, the breaching party shall pay a penalty to thenon-breaching party, the amount of which shall be[Percentage]% of the transfer price.2. The breaching party shall also compensate the non-breaching party for all losses suffered as a result of the breach.Article 6 Dispute Resolution1. Any dispute arising out of or in connection with this Agreement shall first be resolved through friendly negotiation.2. If negotiation fails, either party may file a lawsuit with the People's Court at the location of Party A.Article 7 Miscellaneous1. This Agreement shall become effective upon the signature and seal of both parties.2. This。
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)。
英文股权转让协议模板
英文股权转让协议模板一、协议的开头This Share Transfer Agreement (the "Agreement") is made and entered into as of date (the "Effective Date") by and between:Party A: Name of Party A, a company incorporated and existing under the laws of jurisdiction of Party A, with its registered address at address of Party A (hereinafter referred to as "Party A"); andParty B: Name of Party B, an individual with nationality nationality, whose identification number is identification number of Party B and whose address is address of Party B (hereinafter referred to as "Party B")二、定义和解释1、"Shares" means the number ordinary shares of name of the company (the "Company"), each with a par value of par value2、"Transfer" means the sale, assignment, transfer, conveyance or other disposition of the Shares3、"Closing Date" means the date on which the transfer of the Shares is completed三、股权转让Party A agrees to transfer to Party B, and Party B agrees to acquire from Party A, number Shares representing percentage of the issued and outstanding share capital of the Company (the "Transferred Shares") at the purchase price of purchase price (the "Purchase Price")四、购买价格和支付方式1、 The Purchase Price for the Transferred Shares shall be paid by PartyB to Party A in the following manner: describe the payment method, such as cash, wire transfer, etc2、 Party B shall make the payment of the Purchase Price to the account designated by Party A within number days after the signing of this Agreement五、股权转让的条件1、 The transfer of the Shares is subject to the satisfaction of the following conditions precedent:Obtaining all necessary consents and approvals from the relevant authorities and third partiesCompletion of due diligence by Party B to its satisfactionNo material adverse change in the business, financial condition or operations of the Company2、 If any of the conditions precedent are not satisfied or waived by the relevant party within specified period, either party may terminate this Agreement without liability六、陈述和保证1、 Party A represents and warrants to Party B as follows:It is the legal and beneficial owner of the Transferred Shares, free and clear of any liens, encumbrances or thirdparty rightsThe Shares have been validly issued and are fully paid upIt has the full power and authority to enter into and perform this Agreement2、 Party B represents and warrants to Party A as follows:It has the financial capacity and intention to complete the purchase of the Transferred SharesIt will comply with all applicable laws and regulations in connection with the acquisition of the Shares七、保密条款Both parties undertake to keep confidential all information relating to this Agreement and the transaction contemplated herein and not to disclose such information to any third party without the prior written consent of the other party, except as required by law or for the purpose of performing this Agreement八、违约责任If either party fails to perform or breaches any of its obligations under this Agreement, such party shall be liable to the other party for all damages and losses suffered as a result of such failure or breach九、法律适用和争议解决1、 This Agreement shall be governed by and construed in accordance with the laws of jurisdiction2、 Any dispute arising out of or in connection with this Agreement shall be resolved by arbitration in accordance with the rules of arbitration institution The arbitration shall take place in location of arbitration十、协议的变更和解除This Agreement may be amended or terminated only by a written agreement signed by both parties十一、通知All notices and communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, sent by registered mail or courier, or transmitted by facsimile or email to the addresses or numbers specified by the parties十二、其他条款1、 This 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 oral2、 The headings in this Agreement are for convenience only and shall not affect the interpretation of this AgreementIN WITNESS WHEREOF, the parties have executed this Share Transfer Agreement as of the date first above writtenParty A: Signature of Party AParty B: Signature of Party B。
英文股权转让合同范本(精选3篇)
英文股权转让合同范本(精选3篇)英文股权转让篇1本股权转让协议(以下称“本协议”) 由以下各方于20xx年月日在北京签署: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 refer red 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’sRepublic 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。
英文版股权转让协议6篇
英文版股权转让协议6篇篇1SHARE TRANSFER AGREEMENTThis Share Transfer Agreement (hereinafter referred to as the "Agreement") is made and executed on [Date] by and between [Full Name of the Seller] (hereinafter referred to as the "Seller"), and [Full Name of the Buyer] (hereinafter referred to as the "Buyer").Preamble:The Seller holds certain shares of stock in a company known as [Company Name], and intends to transfer said shares to the Buyer. The Buyer desires to acquire said shares from the Seller under the terms and conditions set forth in this Agreement.1. Transfer of Shares:(a) The Seller agrees to transfer to the Buyer, and the Buyer agrees to purchase from the Seller, the number of shares of stock in [Company Name] stated in this Agreement.(b) The transferred shares shall represent [Percentage of Shares]% of the total issued shares of the company.2. Price and Payment:(a) The purchase price for the shares transferred shall be [Share Transfer Price] paid by the Buyer to the Seller.(b) The payment shall be made in full on the date of this Agreement by [Payment Method]. After such payment is made, all responsibilities regarding said shares shall be those of the Buyer.3. Representations and Warranties:Seller represents and warrants that:(a) The shares being transferred are validly owned by Seller and are free from all liens, encumbrances, charges or other adverse claims not disclosed to Buyer prior to entering into this Agreement.(b) Seller has full power and authority to transfer ownership of said shares to Buyer without any further act or approval necessary to accomplish such transfer.Buyer acknowledges and confirms that it has relied solely on its own investigation and judgment in purchasing the sharesfrom Seller, and not on any statements, warranties or representations made by Seller unless such statements are specifically set forth in this Agreement.4. Transition of Management:In case Seller holds any position in the management of [Company Name], Seller shall ensure smooth transition of duties to Buyer after due execution of this Agreement. Any disputes related to management transition shall be resolved mutually in a mutually satisfactory manner.5. Post-Transfer Obligations:Buyer shall be entitled to all rights and privileges associated with ownership of said shares subject to all obligations, responsibilities and duties under the Articles of Association or other relevant documents of [Company Name].6. Confidentiality:Both parties shall maintain confidentiality of all information related to this Agreement except as required by law or with the written consent of the other party. Any breach of confidentiality shall be subject to appropriate legal action.7. Indemnification:Seller shall indemnify and hold harmless Buyer from any losses incurred due to Seller's breach of representations, warranties or obligations under this Agreement.8. Jurisdiction and Applicable Law:This Agreement shall be governed by the laws of [Country/State] without regard to principles of conflict of laws. Any dispute arising out of or in connection with this Agreement shall be subject to the jurisdiction of [Court Name/District] courts located in [City/Town].9. Miscellaneous:(a) This Agreement constitutes the entire agreement between the parties on the subject matter hereof and no modifications shall be made except in writing signed by both parties.篇2SHARE TRANSFER AGREEMENTThis Share Transfer Agreement (hereinafter referred to as the "Agreement") is made and executed on [Date] by and between[Name of the Seller] (hereinafter referred to as the "Seller"), and [Name of the Buyer] (hereinafter referred to as the "Buyer").1. DEFINITIONS AND PREAMBLE(a) The "Company" shall mean [Name of the Company].(b) The term "Shares" shall mean the ordinary shares of the Company held by the Seller.(c) This Agreement outlines the terms and conditions under which the Seller transfers his/her ownership in the Shares to the Buyer.2. TRANSFER OF SHARES(a) The Seller agrees to transfer ___% ownership of the Shares to the Buyer.(b) The transfer shall be executed through proper transfer documents signed by both Seller and Buyer, submitted to the Company for recordation.3. PRICE AND PAYMENT(a) The total price for the transferred Shares is ___[Currency] (the "Purchase Price").(b) The Buyer shall make payment of the Purchase Price in full on or before [Payment Deadline].(c) Any payment not received by the due date shall be subject to late fees and/or penalties, as agreed upon by both parties.4. WARRANTIES AND REPRESENTATIONS(a) The Seller guarantees that he/she is the lawful owner of the Shares and has full power and authority to transfer them.(b) The Seller makes no knowledge of any litigation or legal proceedings affecting the Shares as of the date of this Agreement.(c) The Buyer acknowledges having received all necessary information about the Company and its Shares, and enters into this Agreement with full knowledge and understanding of its responsibilities and obligations.5. RESTRICTIONS AND CONDITIONS(a) During the term of this Agreement, the Buyer shall not transfer the Shares without the prior written consent of the Seller.(b) The Buyer shall be bound by all contractual obligations and agreements entered into by the Seller prior to the transfer.(c) If there are any changes in ownership structure or corporate policies that could affect the transferred Shares, both parties shall be notified in advance and consult on how to proceed.6. TRANSFER COSTS AND EXPENSESAll costs and expenses related to the transfer of Shares, including but not limited to legal fees, registration fees, and other related expenses, shall be borne by the Buyer.7. CONFIDENTIALITYBoth parties shall maintain confidentiality of all information related to this Agreement and its execution, except as required by law or with proper authorization from both parties.8. TERMINATIONThis Agreement may be terminated:(a) By mutual consent of both parties;(b) If there is a breach of any term or condition of this Agreement, and such breach cannot be rectified; or(c) In any other situation as stipulated in laws applicable to this Agreement.9. GOVERNING LAWThis Agreement shall be governed by and interpreted in accordance with the laws of [Country/State] without regard to its principles of conflicts of laws. Any disputes arising out of or in connection with this Agreement shall be submitted to[Court/Arbitration Tribunal] for resolution.10. MISCELLANEOUS(a) This Agreement constitutes the entire understanding between the parties on the subject matter hereof, and no other promise, representation, or warranty not contained herein shall be binding on either party.(b) Any amendment or modification to this Agreement must be made in writing and signed by both parties.(c) If any provision of this Agreement is held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of this Agreement, which shall remain in full force and effect.(d) This Agreement shall be binding on both parties and their respective heirs, executors, administrators, successors, and assigns.IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.THE SELLER:Signature: _____________________________Date: _____________________________THE BUYER:Signature: _____________________________Date: _____________________________END OF SHARE TRANSFER AGREEMENT 声明之末。
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。
英文版股权转让协议3篇
英文版股权转让协议3篇篇1Stock Transfer AgreementThis Stock Transfer Agreement (the “Agreement”) is made and entered into as of [Agreement Date], by and between [Transferor Name], a [Transferor Jurisdiction][corporation/limited liability company] (the “Transferor”) and [Transferee Name], a [Transferee Jurisdiction][corporation/limited liability company] (the “Transferee”).WHEREAS, the Transferor owns [Number of Shares] shares of the common stock of [Company Name] (the “Company”);WHEREAS, the Transferor desires to sell, assign, transfer, and convey to the Transferee, and the Transferee desires to purchase and acquire from the Transferor, [Number of Shares] shares of the common stock of the Company;NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:1. Transfer of Stock. Subject to the terms and conditions of this Agreement, the Transferor hereby sells, assigns, transfers, and conveys to the Transferee and the Transferee hereby purchases and acquires from the Transferor [Number of Shares] shares of the common stock of the Company.2. Purchase Price. The purchase price for the shares of stock shall be [Purchase Price] USD, which shall be paid by the Transferee to the Transferor at the Closing (as defined below).3. Closing. The closing of the purchase and sale of the shares of stock (the “Closing”) shall take place on [Closing Date] at the offices of [Transferor Address]. At the Closing, the Transferor shall deliver to the Transferee a written assignment of the shares of stock, duly executed by the Transferor.4. Representations and Warranties. The Transferor represents and warrants to the Transferee that: (a) the Transferor is the lawful owner of the shares of stock and has full power and authority to transfer the shares of stock to the Transferee; (b) the shares of stock are free and clear of all liens, claims, and encumbrances; (c) there are no agreements, options, or rights of first refusal that would restrict or prevent the Transferor from transferring the shares of stock to the Transferee; and (d) the Transferor has not taken any action or failed to take any actionthat would render any representation or warranty of the Transferor in this Agreement untrue or inaccurate.5. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [Governing Law State].IN WITNESS WHEREOF, the parties hereto have executed this Stock Transfer Agreement as of the date first above written.Transferor: [Transferor Name]By: ____________________________Name: __________________________Title: __________________________Transferee: [Transferee Name]By: ____________________________Name: __________________________Title: __________________________This Stock Transfer Agreement is subject to the approval of the Board of Directors of the Company and any necessary regulatory approvals.篇2Stock Transfer AgreementThis Stock Transfer Agreement (the "Agreement") is entered into as of [Date], by and between [Seller], a company organized and existing under the laws of [State], with its principal place of business at [Address] (the "Seller"), and [Buyer], a company organized and existing under the laws of [State], with its principal place of business at [Address] (the "Buyer").1. Transfer of Shares. Seller hereby agrees to sell, assign, and transfer to Buyer [Number] shares of common stock of Seller (the "Shares") for a purchase price of [Purchase Price]. Buyer hereby agrees to purchase the Shares from Seller for the purchase price.2. Representations and Warranties of Seller. Seller represents and warrants to Buyer that:a) Seller is the lawful owner of the Shares and has full power and authority to sell, assign, and transfer the Shares to Buyer;b) The execution, delivery, and performance by Seller of this Agreement does not violate any agreement, law, regulation, or court order applicable to Seller;c) The Shares are free and clear of any liens, encumbrances, or other restrictions on transfer;d) Seller has obtained all necessary approvals and consents to enter into this Agreement and to transfer the Shares;e) Seller has the legal capacity and authority to enter into this Agreement and to perform its obligations hereunder.3. Representations and Warranties of Buyer. Buyer represents and warrants to Seller that:a) Buyer has the legal capacity and authority to enter into this Agreement and to perform its obligations hereunder;b) The execution, delivery, and performance by Buyer of this Agreement does not violate any agreement, law, regulation, or court order applicable to Buyer;c) Buyer has obtained all necessary approvals and consents to enter into this Agreement and to purchase the Shares;d) Buyer has the financial capacity to complete the purchase of the Shares.4. Indemnification. Each party agrees to indemnify and hold harmless the other party from and against any and all claims, liabilities, losses, damages, costs, and expenses arising out of or related to any breach of the representations and warranties contained in this Agreement.5. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [State].6. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the transfer of the Shares and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof.IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.Seller: ________________________Buyer: ________________________[Signature][Printed Name][Title][Date]篇3Stock Transfer AgreementThis Stock Transfer Agreement (the "Agreement") is made effective as of the [Date], by and between [Seller], with anaddress of [Seller Address] (the "Seller"), and [Buyer], with an address of [Buyer Address] (the "Buyer").WHEREAS, Seller owns [Number of Shares] shares of [Company Name] (the "Company") common stock, with a par value of $[par value] per share (the "Shares");WHEREAS, Seller desires to sell and transfer the Shares to Buyer, and Buyer desires to purchase the Shares from Seller, upon the terms and conditions set forth in this Agreement;NOW, THEREFORE, in consideration of the mutual covenants 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 Transfer of Shares. Seller agrees to sell, assign, transfer, and deliver the Shares to Buyer, and Buyer agrees to purchase the Shares from Seller, for the purchase price of $[Purchase Price] (the "Purchase Price").2. Delivery of Shares. Seller shall deliver to Buyer a certificate or certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly executed in blank or with signatures guaranteed, with all necessary stock transfer stamps attached.3. Closing. The closing of the sale and transfer of the Shares contemplated by this Agreement shall take place at a time and place mutually agreed upon by the parties.4. Representations and Warranties. Seller represents and warrants that: (a) Seller is the lawful owner of the Shares, with full power and authority to sell and transfer the Shares; (b) the Shares are free and clear of any liens, claims, or encumbrances; (c) the sale and transfer of the Shares do not violate any agreement, law, or regulation; and (d) Seller has not granted any option, warrant, or other right to purchase the Shares to any third party.5. Indemnification. Seller agrees to indemnify and hold harmless Buyer from and against any and all claims, damages, liabilities, costs, and expenses arising out of or in connection with any breach of Seller's representations and warranties under this Agreement.6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [State].IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.[Seller]By: _______________________Name: [Seller Name]Title: [Seller Title]Date: [Date][Buyer]By: _______________________Name: [Buyer Name]Title: [Buyer Title]Date: [Date]This Stock Transfer Agreement is entered into as of the date first above written.[Company Name]By: _______________________Name: [Company Name]Title: [Company Title]。
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。
股权转让合同协议书英文
股权转让合同协议书英文This Agreement is made and entered into as of this [Date], by and between [Seller's Full Legal Name], an individual (hereinafter referred to as "Seller"), and [Buyer's Full Legal Name], an individual (hereinafter referred to as "Buyer").WHEREAS, Seller is the legal and beneficial owner of [Number] shares of common stock, fully paid and non-assessable, of [Company Name], a [State of Incorporation] corporation (the "Company"), and desires to sell, transfer, and convey to Buyer, and Buyer desires to purchase, acquire, and accept from Seller, said shares of common stock; andWHEREAS, The parties hereto wish to set forth their agreement in a binding and legal manner.NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:1. Sale of Shares. Seller hereby sells, transfers, and conveys to Buyer, and Buyer hereby purchases and accepts from Seller, the [Number] shares of common stock of the Company (the "Shares"), free and clear of all liens, claims, and encumbrances.2. Purchase Price. The purchase price for the Shares shall be [Purchase Price] (the "Purchase Price"), payable by Buyer to Seller as follows: [Payment Terms].3. Closing. The closing of the sale of the Shares (the "Closing") shall take place at the offices of [Law Firm Name], [Address], on [Closing Date], or at such other place and time as the parties may mutually agree.4. Representations and Warranties of Seller. Seller hereby represents and warrants to Buyer as follows:a. Authority. Seller has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.b. Ownership. Seller is the legal and beneficial owner of the Shares free and clear of all liens, claims, and encumbrances, and at the Closing, will have full power and authority to sell, transfer, and convey the Shares to Buyer.c. No Breach. The execution, delivery, and performance of this Agreement by Seller do not and will not (i) result in a breach or violation of any of the terms of, or constitute a default under, any contract, agreement, or other instrumentto which Seller is a party or by which Seller is bound, or (ii) result in the creation or imposition of any lien, charge, or encumbrance upon the Shares.5. Representations and Warranties of Buyer. Buyer hereby represents and warrants to Seller as follows:a. Authority. Buyer has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.b. Purchase for Own Account. Buyer is purchasing the Shares for investment for its own account, not as a nominee or agent, and not with a view to the resale or distribution of any part of the Shares.6. Covenant Not to Sue. Seller and Buyer each covenants and agrees that it will not institute, support, or maintain, or participate in the institution or support of, any action or claim against the other party or any of its respective directors, officers, employees, agents, or stockholders, with respect to any matter arising out of or relating to this Agreement or the transactions contemplated hereby.7. Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled.8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the [State].9. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.[Seller's Signature] [Buyer's Signature]。
股权转让协议范本中英文
股权转让协议范本中英文股权转让协议范本/Stock Transfer Agreement本协议由甲方(以下简称“转让方”)和乙方(以下简称“受让方”)共同订立,双方在平等、自愿的基础上,根据相关法律规定,就甲方拟转让给乙方的股权进行协商并达成以下协议:一、转让标的股权甲方与乙方就以下股权转让达成一致:1. 公司名称:________________2. 公司注册地址:________________3. 公司类型:有限责任公司4. 转让的股份数量及比例:_______________5. 股权转让的交易价格:_______________二、股权转让条件1. 甲方在签署本协议之日起,在任何情况下,不得向第三方转让或处分相关股权,除非获得乙方书面同意。
2. 乙方同意在签署本协议之日起,不得再转让所获得的股权。
3. 甲方保证其所拥有的股权是合法有效的,并不存在任何法律纠纷或限制。
4. 甲方应向乙方提供有关股权的所有必要文件和证明文件。
三、股权转让过程1. 双方在本协议生效之前,应共同办理相关过户手续。
2. 股权过户手续完成后,甲方应立即向乙方交付相应的过户凭证和所有相关文件。
3. 乙方接收到股权过户凭证和文件后,即成为该公司的股东,享有相应的股东权益。
四、法律适用和争议解决1. 本协议的订立、履行和解释受中华人民共和国的法律的管辖。
2. 如因本协议引起任何争议,双方应友好协商解决;协商不成时,任何一方均可向本协议签订地有管辖权的人民法院提起诉讼。
五、保密条款1. 双方应对本协议及与本协议相关的一切信息予以保密。
2. 未经对方书面同意,任何一方不得向第三方披露本协议内容及有关信息。
3. 保密期限为5年,自本协议生效之日起计算。
六、其他条款1. 本协议一式两份,每方一份,具有同等法律效力。
2. 本协议的任何修改或补充,必须由双方签署的书面文件作为补充协议。
3. 本协议自双方签字盖章之日起生效,并持续有效直至达成股权转让交易为止。
英文版股权转让协议8篇
英文版股权转让协议8篇篇1SHARE TRANSFER AGREEMENTParty A: ____________ [Name of the transferor]Party B: ____________ [Name of the transferee]Introduction: This Share Transfer Agreement is entered into between Party A, an entity/individual with ownership rights to a certain amount of shares in a company (the "Company"), and Party B, the party interested in acquiring those shares. The parties hereby agree to the transfer of shares as outlined below.Article 1: Transfer of Shares1.1 Party A agrees to transfer ________% of its shares in the Company to Party B.1.2 The transferred shares shall be fully owned and controlled by Party B upon completion of the transfer, and Party B shall be entitled to all associated rights and privileges.Article 2: Terms and Conditions of Transfer2.1 The transfer shall be completed on ________ (Date).2.2 The total consideration for the transfer is ________ (currency) payable by Party B to Party A in full upon the date of transfer.2.3 Any outstanding debts or liabilities associated with the transferred shares shall be disclosed by Party A prior to the transfer date and shall be borne by Party A.Article 3: Representations and Warranties3.1 Party A represents and warrants that it is legally authorized to transfer the shares and that the shares are validly owned by it.3.2 Party A shall ensure that the transfer does not violate any provision of law or regulation or any contractual obligation of the Company or its shareholders.Article 4: Rights and Obligations of the Parties4.1 Party B shall comply with all applicable laws and regulations concerning its ownership of the shares and its conduct as a shareholder of the Company.4.2 Party A shall provide any assistance reasonably requested by Party B to facilitate the transfer process.Article 5: Confidentiality5.1 Both parties shall maintain confidentiality of all information disclosed during the negotiation and execution of this Agreement, except as required by law or regulatory obligations.Article 6: Indemnification6.1 If any party breaches any term of this Agreement, the other party shall be entitled to seek compensation for any losses incurred.Article 7: Termination7.1 This Agreement may be terminated only with mutual consent of both parties or in case of a breach by one party that cannot be waived.Article 8: Miscellaneous8.1 This Agreement is governed by the laws of ________ (Country/State). Any disputes arising from or in connection with this Agreement shall be subject to the jurisdiction of the courts in ________ (City).8.2 This Agreement constitutes the entire understanding between the parties on the subject matter herein and no amendments shall be made unless agreed upon in writing by both parties.8.3 Failure by any party to exercise any right or remedy under this Agreement shall not be a waiver of such right or remedy unless acknowledged in writing by such party.In conclusion, upon execution of this Agreement, Party A acknowledges the validity and enforceability of its provisions and commits to completing the transfer of shares as stated above. Party B acknowledges receipt of the necessary information regarding the shares and agrees to abide by all terms and conditions set out in this Agreement. The parties have read and fully understand this Agreement and have signed it voluntarily. This Agreement is executed on ________ (Date).Signature of Party A: _____________________ (Date): ________ (Witness): _________ (Date): ________ Signature of Party B:_____________________ (Date): ________ (Witness): _________ (Date): ________ Signature: _____________________ (Date): ________ (Witness): _________ (Date): ________ 请你注意,以上内容仅为示例,实际股权转让协议需要根据具体情况进行修改和完善。
股权转让合同协议英文版
股权转让合同协议英文版Subject: Equity Transfer AgreementThis Equity Transfer Agreement (hereinafter referred to as the "Agreement") is entered into on [Date] by and between:1. Seller:[Seller's Full Legal Name], a company incorporated under the laws of [Jurisdiction], having its registered office at [Seller's Address] (hereinafter referred to as the "Seller").2. Buyer:[Buyer's Full Legal Name], a company incorporated under the laws of [Jurisdiction], having its registered office at [Buyer's Address] (hereinafter referred to as the "Buyer").Whereas, the Seller is the lawful owner of [Number] shares (the "Shares") representing [Percentage] percent of the total issued and outstanding share capital of [Target Company Name], a company incorporated under the laws of [Jurisdiction] and registered at [T arget Company Address] (the "Company"), as evidenced by the Share Certificate(s) No(s). [Certificate Numbers];Now, therefore, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties agree as follows:1. Transfer of Shares: The Seller hereby irrevocably agrees to sell, assign, transfer, and convey to the Buyer, and the Buyer agrees to purchase from the Seller, all of the Shares free and clear of any liens, encumbrances, or third-party claims, effective as of [Completion Date].2. Purchase Price and Payment: The aggregate purchase price for the Shares shall be [Amount] (the "Purchase Price"), payable by the Buyer to the Seller in accordance with the following terms: [Detail payment method, schedule, and currency]. The payment shall be deemed complete upon receipt of cleared funds by the Seller.3. Representations and Warranties of the Seller: The Seller represents and warrants to the Buyer that, as of the date hereof and as of the Completion Date:It has full legal right, power, and authority to enter into this Agreement and to consummate the transactions contemplated herein;The Shares being transferred are fully paid-up and validly issued, and the Seller holds good title to them, free and clear of any restrictions on transfer;There are no pending or threatened legal proceedingsaffecting the Shares or the Seller's ability to perform its obligations under this Agreement.4. Representations and Warranties of the Buyer: The Buyer represents and warrants to the Seller that, as of the date hereof and as of the Completion Date:It has full legal right, power, and authority to enter into this Agreement and to consummate the transactions contemplated herein;It is acquiring the Shares for its own account, for investment purposes, and not with a view to any distribution thereof.5. Closing and Deliverables: The closing of the transaction (the "Closing") shall take place on [Closing Date] at [Location] or via electronic means, whichever is mutually agreed upon by the parties. At Closing, the Seller shall deliver to the Buyer duly executed share transfer documents, updated share register entries, and any other documentation necessary to effectuate the transfer of the Shares. The Buyer shall provide the Purchase Price as per the agreed payment terms.6. Confidentiality: Both parties shall maintain the confidentiality of all information obtained in connection with this Agreement and the transactions contemplated herein,except as required by law or regulatory disclosure obligations.7. Governing Law and Dispute Resolution: This Agreement shall be governed by and construed in accordance with the laws of [Applicable Jurisdiction]. Any dispute arising out of or in connection with this Agreement shall be resolved through arbitration in accordance with the rules of [Arbitration Institution], seated in [City].8. Miscellaneous: This Agreement constitutes the entire understanding between the parties and supersedes all prior negotiations, understandings, and agreements, whether written or oral, relating to the subject matter hereof. No amendment or modification of this Agreement shall be binding unless made in writing and signed by both parties.IN WITNESS WHEREOF, the parties have executed this Equity Transfer Agreement as of the date first above written.Seller:[Seller's Authorized Signatory]Name: _________________________题目:___________________________Buyer:[Buyer's Authorized Signatory]Name: _________________________题目:___________________________。
股权转让合同英文模板
股权转让合同英文模板篇 1This Share Transfer Agreement ("Agreement") is made and entered into as of [date] by and between:Party A: [Name of Party A], a company incorporated and existing under the laws of [jurisdiction of Party A], with its registered address at [address of Party A] ("Seller"); andParty B: [Name of Party B], an individual/company incorporated and existing under the laws of [jurisdiction of Party B], with its address at [address of Party B] ("Buyer").1. The Seller hereby agrees to transfer, and the Buyer hereby agrees to acquire, [number] shares of the Company representing [percentage] of the total issued and outstanding shares of the Company.2. The transfer price for the shares is [amount], and the Buyer shall pay the Seller in the following manner: [detail the payment method and schedule].3. The share delivery shall occur on [date] subject to the satisfaction of the following conditions: [list the conditions].4. Both parties have the following rights and obligations: [describe in detail].5. In case of any breach of this Agreement, the breaching party shall be liable for the following违约责任: [specify the consequences and remedies].How important and clear this agreement is! Isn't it? Let's ensure its smooth execution and protect the interests of both sides!篇 2This Share Transfer Agreement (the "Agreement") is made and entered into on [date] by and between [transferor's name] (the "Transferor") and [transferee's name] (the "Transferee").The background and purpose of this share transfer are as follows: The Transferor desires to divest a portion of their holdings for [reason], while the Transferee sees an opportunity for strategic investment and growth.Before the transfer, the equity structure was [describe the previous structure]. After the transfer, the new equity structure will be [detail the new structure].Confidentiality is of utmost importance! Both parties agree not to disclose any information related to this transaction without prior written consent. How crucial is this provision?In case of any disputes arising from this agreement, the parties shall first attempt to resolve them through friendly negotiations. If such attempts fail, the disputes shall be submitted to arbitration in accordance with the applicable rules. Isn't this a fair and reasonable way to handle potential conflicts?This Agreement represents a legally binding commitment between the parties, and both shall act in accordance with its terms and conditions.篇 3This is a sample Share Transfer Agreement template designed to facilitate a smooth and legally compliant transfer of shares.Firstly, it should be clearly stated that the transfer of shares is subject to certain restrictions and constraints. For instance, the transfer may not be allowed without the prior consent of a specific majority of shareholders! How important is this safeguard?Secondly, both the transferor and the transferee have the obligation to notify and inform relevant parties in a timely manner. Isn't it crucial to ensure transparency and fairness?Furthermore, provisions regarding the amendment and termination of the contract should also be clearly defined. What if unforeseen circumstances arise and changes are needed? How can the contract be properly adjusted or even terminated?This template aims to provide a clear and comprehensive framework for share transfer, ensuring the rights and interests of all parties involved.篇 4This Share Transfer Agreement ("Agreement") is made and entered into as of [date] by and between [transferor's name] ("Transferor") and [transferee's name] ("Transferee").In the event of force majeure, such as natural disasters, wars, or government actions beyond the control of either party, neither party shall be held liable for failure or delay in performing its obligations under this Agreement! How can we determine the extent of such force majeure and its impact?This Agreement shall be governed by and construed in accordance with the laws of [applicable jurisdiction]. Any disputes arising from this Agreement shall be subject to the jurisdiction of the courts of [designated jurisdiction]. Isn't it important to have clear legal provisions?This Agreement shall come into effect upon the satisfaction of the following conditions: [list the specific conditions]. Oh, what if these conditions are not met?This is a comprehensive and authoritative sample of a share transfer contract, aiming to protect the rights and interests of both parties involved.篇 5This Share Transfer Agreement (the "Agreement") is made and entered into as of [date] by and between [transferor's name] (the "Transferor") and [transferee's name] (the "Transferee").The Transferor hereby represents and warrants that it has the full legal right and authority to transfer the shares and that the shares are free from any encumbrances or claims! How important this is!Regarding intellectual property, all rights and interests related to the transferred shares' intellectual property shall belong to the Transferee. Isn't it clear?The Transferor agrees to abide by the non-compete clause. During a specified period after the transfer, the Transferor shall not engage in any competing business activities. Why? To protect the interests of the Transferee!This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and understandings. Isn't that definite?。
英文股权转让合同英文转让合同(2024版)
英文股权转让合同英文转让合同(2024版)合同编号:__________甲方(转让方):1. 名称:__________2. 注册地址:__________3. 法定代表人:__________4. 联系电话:__________5. 电子邮箱:__________乙方(受让方):1. 名称:__________2. 注册地址:__________3. 法定代表人:__________4. 联系电话:__________5. 电子邮箱:__________鉴于:1. 甲方是一家依据中国法律合法成立的有限责任公司,持有乙方一定比例的股权。
2. 乙方愿意受让甲方持有的乙方股权,并且甲方愿意将该股权转让给乙方。
3. 双方为了明确股权转让的相关事项,经友好协商,达成一致,签订本合同。
第一条股权转让1.2 乙方同意受让甲方持有的目标股权。
1.3 双方确认,本合同签署后,乙方将取代甲方成为乙方的股东之一。
第二条股权转让价格及支付方式2.1 双方确认,目标股权的转让价格为人民币____元整(大写:_______________________元整),包括但不限于甲方应得的股息、分红及其他权益。
2.2 乙方应在本合同签署之日起____个工作日内,将股权转让款支付给甲方。
2.3 支付方式为:____(银行转账/现金支付/其他支付方式)。
第三条股权转让的登记与变更3.1 甲方应自本合同签署之日起____个工作日内,协助乙方办理目标股权的转让登记手续。
3.2 乙方应按照中国法律、法规的规定,向有关政府部门申请办理股权转让的变更登记手续。
3.3 双方应共同努力,确保本合同项下的股权转让事宜按照中国法律、法规的规定顺利完成。
第四条股权转让前的告知义务4.1 甲方承诺,在本合同签署前,已将其所知悉的与乙方有关的全部信息告知乙方,包括但不限于乙方的经营状况、财务状况、法律纠纷等。
4.2 乙方承诺,在本合同签署前,已将其所知悉的与甲方有关的全部信息告知甲方,包括但不限于甲方的财务状况、法律纠纷等。
股权转让合同协议书英文模板
股权转让合同协议书英文模板THIS SHARE TRANSFER AGREEMENT (the "Agreement") is made and entered into as of the ______ day of ______, 20______ (the "Effective Date"), by and between:1. _____________ (the "Transferor"), a corporation organized and existing under the laws of _____________, with its registered office at _____________, and2. _____________ (the "Transferee"), a corporation organized and existing under the laws of _____________, with its registered office at _____________.WHEREAS, the Transferor is the legal and beneficial owner of_____________ shares of common stock (the "Shares") in the capital of _____________ (the "Company"), and desires to sell, transfer, and convey all of its right, title, and interest in and to the Shares to the Transferee; andWHEREAS, the Transferee desires to purchase, acquire, and assume all of the Transferor's right, title, and interest in and to 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 arehereby acknowledged, the parties hereto agree as follows:ARTICLE 1: DEFINITIONS1.1 "Affiliate" means any Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with a party to this Agreement.1.2 "Closing" means the closing of the transaction contemplated by this Agreement.1.3 "Closing Date" means the date on which the Closing occurs.1.4 "Confidential Information" means all information, whether written or oral, that is disclosed by one party to the other party, directly or indirectly, in connection with this Agreement, which is not publicly available.1.5 "Person" means an individual, corporation, partnership, limited liability company, trust, unincorporated organization, or government or political subdivision or any agency or instrumentality thereof.ARTICLE 2: TRANSFER OF SHARES2.1 The Transferor hereby sells, transfers, and conveys tothe Transferee, and the Transferee hereby purchases and acquires from the Transferor, all of the right, title, and interest of the Transferor in and to the Shares, free andclear of all liens, claims, and encumbrances, upon the terms and conditions set forth in this Agreement.2.2 The Transferor represents and warrants to the Transferee that:(a) The Transferor is the legal and beneficial owner of the Shares and has full power and authority to enter into this Agreement and to sell, transfer, and convey the Shares to the Transferee.(b) The Shares are free and clear of any liens, claims, or encumbrances.(c) The execution, delivery, and performance of this Agreement by the Transferor do not and will not violate any provision of the laws of the jurisdiction of the Transferor's incorporation, any order, judgment, or decree of any court or governmental agency, or any agreement or instrument to which the Transferor is a party or by which it is bound.(d) The Shares have not been and will not be registered under the Securities Act of 1933, as amended, or any state securities laws, and the Transferee acknowledges that the Shares are being acquired for investment purposes only and not with a view to, or in connection with, any distribution thereof.2.3 The Transferee represents and warrants to the Transferor that:(a) The Transferee has full power and authority to enter into this Agreement and to purchase and acquire the Shares from the Transferor.(b) The Transferee acknowledges that the Shares are being acquired for investment purposes only and not with a view to, or in connection with, any distribution thereof.ARTICLE 3: CLOSING3.1 The Closing shall take place at the offices of_____________, located at _____________, on the Closing Date, or at such other time and place as the parties may mutually agree upon.3.2 At the Closing, the Transferor shall deliver to the Transferee:(a) The original certificate(s) representing the Shares, endorsed in blank or accompanied by stock powers executed in blank, free and clear of all liens, claims, and encumbrances.(b) Such other documents, instruments, and certificates as may be reasonably required to evidence the transfer of the Shares to the Transferee.3.3 At the Closing, the Transferee shall deliver to the Transferor:(a) Payment in the amount of _____________ (the "Purchase Price"), by wire transfer of immediately available funds to an account designated by the Transferor.(b) Such other documents, instruments, and certificates asmay be reasonably required to evidence the purchase and acquisition of the Shares by the Transferee.ARTICLE 4: REPRESENTATIONS AND WARRANTIES。
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( 合同范本 )甲 方:_________________________乙 方:_________________________日 期:_________________________精品合同 / Word 文档 / 文字可改英文股权转让合同正式模版The ultimate goal to be reached by both parties to the contractthrough the conclusion and performance of the contract英文股权转让合同正式模版 英文股权转让合同 本股权转让协议(以下称“本协议”) 由以下各方于20XX年月日在北京签署: 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 TRANSFER 1.1 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。
1.1 Subject to the terms of this Agreement, Transferor hereby agrees to sell % company shares to Transferee, and Transferee agrees to purchase from Transferors the Transferred Equity Interest hereunder. 1.2 本协议生效后,原公司章程终止,应依据相应法律法规重新制定公司章程。
1.2 Upon the Effective Date of this Agreement, the Articles of Association shall terminate. A new Articles of Association shall be concluded in accordance with relevant laws and regulations in China. 1.3 依据本协议条款,甲方将其拥有的北京幸运南方餐饮管理有限公司100%的股权,作价万元人民币转让给乙方。
1.3 Subject to the terms of this Agreement, the total purchase price for the Transferred Equity Interest shall be RMB (the “Purchase Price”). 1.4 各方承认并同意此转让价格为受让方在本协议项下应向转让方支付的唯一价格,受让方及其任何关联企业就本股权转让不承担任何将来的或额外的支付义务。
1.4 The Parties acknowledge and agree that the Purchase Price is the sole amount to be paid by Transferee to the Transferor, and Transferee and any of its Affiliated Companies shall not be responsible for anyfuture or additional payment to the Transferors with respect to the Equity Interest Transfer under this Agreement. 1.5 价款支付 1.5 The price payment a. 受让方应于本协议签字生效之日起日内向转让方支付上述转让价格的30%; a. Thirty percent of the purchase price shall be paid off upon days after the agreement had been signed; b. 受让方应于本协议项下股权转让经有关审批机关批准后日内向转让方支付上述转让价格的30%; b. Another thirty percent of the purchase price shall be paid off if the approving authority approved the agreement;c. 受让方应于本协议项下股权转让事宜登记变更完成后日内向转让方支付上述转让价格的40%; c. Surplus forty percent of the purchase price shall be paid off when all the registration procedure had been fulfilled. d. 受让方所支付的转让价款应支付到转让方所指定的银行帐户内. d. The transfer of the price paid the transferor shall pay to the bank account designated by transferors. 1.6 转让方及受让方应依据相关法律各自承担本股权转让协议项下各方应承担的税收及其他政府缴费义务。
1.6 Transferor and Transferee shall be respectively responsible for payment of the taxes and other governmental levies relating to the Equity Interest Transfer, imposed on each Party in accordance with the applicable laws. 第二条先决条件ARTICLE 2 CONDITIONS PRECEDENT 2.1 先决条件. Conditions Precedent. a. 鉴于本协议涉及到外商投资企业并购境内企业的法律监管问题,为保证本协议签订后能够顺利履行,本协议项下股权转让以下列条件的完成或出现为先决条件: In view of this agreement involving foreign investmententerprise legal supervision and the acquisition of domestic enterprises, to ensure that after this agreement is signed can be performed smoothly under this agreement with the following conditions stock-rights transfer the complete or appear as prerequisites: (1) 公司权力机构通过决议批准依据本协议条款进行股权转让 The Directors of the Company has passed resolutions approving of: The Equity Interest Transfer in accordance with the terms of this Agreement; (2)审批机关批准本协议项下的股权转让;The Examination and Approval Authority has approved the Equity Interest Transfer under this Agreement 第三条陈述和保证ARTICLE 3 REPRESENTATIONS AND WARRANTIES 3.1 转让方的承诺和保证Representations and Warranties of Transferors. a. 转让方合法拥有本协议项下欲转让的股权,且保证其将在本协议签订后积极配合受让方办理股权转让的审批及登记手续; a. Transferor under the agreement lawfully owns to cession equity, and ensure its will on after this agreement is signed actively cooperate with the assignee to deal with equity transfer approval and registration procedures ; b. 其本协议项下拟转让的股权不存在任何抵押、质押或任何其他形式的权利限制; Transferor have full and unencumbered title to the Transferred Equity Interest, which shall be free and clean of any mortgage, pledge or any other types of encumbrances. c. 其没有与本协议内容相关的或影响其签署或履行本协议的任何未决的或就其所知而言可能发生的诉讼、仲裁、法律的或行政的或其它的程序或政府调查; Upon execution of this Agreement and as of thecompletion of the registration of the Equity Interest Transfer with the Registration Authority, there is not and there will not be any suit, action, prosecutions, or any other proceedings that may involve the Transferred Equity Interest or the lawfulness of the Equity Interest Transfer. d. 在本协议签订前,甲方已尽到向其他股东通知该转让事宜的义务,且任何其他股东同意或已放弃对本协议项下拟转让股权的优先购买权; Transferor have taken all appropriate and necessary corporate actions to approve and authorize the execution and performance of this Agreement, and guarantee that all the other shareholders have give up the option to purchase. 3.2 受让方的承诺和保证 Representations and Warranties of Transferee. a. 乙方是依据法律合法成立及存续的公司; Party B is a legal person established in accordancewith the laws and regulations of the People’s Republic of China; b. 乙方拥有足够的资产支付甲方的股权转让款,且对于本协议项下的股权转让行为已取得公司权利机关及相关表决机构的表决同意; Transferee has taken all appropriate and necessary enterprise and legal actions to approve and authorize the execution and performance of this Agreement. c. 本协议的签署及履行构成合法、有效并依据本协议条款对受让方具有约束力及强制力。