股权转让协议(中英文)
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）。
股权转让协议(中英版本)
M EMBER I NTEREST P URCHASE A GREEMENT成员权益购买协议T HIS M EMBER I NTEREST P URCHASE A GREEMENT(this “Agreement”) is entered into, effective upon execution by the parties and delivery of consideration set forth in Section 1.2, by and between [],(“Buyer”), and[], (“Seller”).本成员权益购买协议（“本协议”）由[]，（“买方”）与[]，（“卖方”）订立，本协议自双方签署且交付第1.2条约定的对价时生效。
R ECITALS:序言：W HEREAS, pursuant to that certain Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) of [](the “Company”) dated January 1, 2008, Sel ler is the record and beneficial owner of 400,000 Units constituting a forty percent (60%) Member Interest (as defined in the LLC Agreement) in the Company (the “Transferred Interest”);鉴于，根据2008年1月1日签署的[]的经修订及重述的有限责任公司协议（“有限公司协议”），卖方系拥有代表公司百分之四十（60%）成员权益（如有限公司协议所定义）的600,000股权单位的记录及实益拥有人（“转让权益”）；W HEREAS, Seller and Buyer have entered into that certain Settlement Agreement and Release (“Settlement Agreement”), dated September _____, 2009, pursuant to which the Seller and Buyer agreed that Seller will sell to Buyer, and Buyer will purchase from Seller, the Transferred Interest on the terms and conditions set forth herein;鉴于，卖方和买方已于2009年9月日订立了特定的和解及解除协议（“和解协议”），根据该协议，卖方和买方同意卖方将出售给买方且买方将从卖方处购买基于本协议所载条款和条件规定的转让权益。
股权转让协议书中英文对照版
股权转让协议书中英文对照版凡因履行本协议所发生的或与本协议有关的一切争议，各方应通过友好协商解决;如果协商不能解决，应提交中国国际贸易仲裁委员会根据该机构的仲裁规则进行仲裁。
股权转让协议书中英文对照版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, theparties 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年股权转让协议(中英文)(二篇)
股权转让协议(中英文)（二）股权转让协议(中英文)（二）协议编号：[协议编号]甲方：[甲方公司名称]地址：[甲方公司地址]法定代表人：[甲方法定代表人姓名]乙方：[乙方公司名称]地址：[乙方公司地址]法定代表人：[乙方法定代表人姓名]鉴于：1. 甲方是一家在[所在地]注册成立的 [行业] 公司，拥有完全合规的经营资质和业务运营权；2. 乙方是一家在[所在地]注册成立的 [行业] 公司，拥有一定的资金实力和市场资源；3. 双方经友好协商，甲方同意将其持有的股权转让给乙方，乙方愿意接受该股权转让。
基于上述情况，双方达成如下协议：第一条股权转让的内容1. 甲方同意将其持有的 [目标公司名称] 的股权转让给乙方。
转让的股权比例为[转让比例]，具体的股权数目见附表。
2. 甲方在本次股权转让后，将不再持有 [目标公司名称] 的任何股权，乙方成为 [目标公司名称] 的唯一股东。
第二条股权转让的条件1. 甲方保证其在 [目标公司名称] 的股权是合法、合规的，不存在任何第三方的权利纠纷。
2. 甲方将在股权转让生效后，将 [目标公司名称] 的股权证书加盖其法定代表人印章，并及时向乙方交付。
3. 甲方在股权转让生效后，应向 [目标公司名称] 的有关管理部门进行股权转让登记，并办理相关手续。
第三条股权转让的对价1. 乙方同意向甲方支付相应的对价作为股权转让的交易金额。
具体的对价数目为[对价数目]，乙方将在本协议签署后的[约定时间]内支付给甲方。
2. 对价的支付方式为[支付方式]，具体的账户信息见附表。
第四条附条件1. 甲方、乙方应当积极配合完成有关股权转让的各项手续和事宜，包括但不限于向相关管理部门提交文件、办理相关手续等。
2. 本协议自签署之日起生效，自股权转让登记完成之日起终止。
第五条违约责任1. 任何一方违反本协议约定的，应承担相应的违约责任，并赔偿对方由此而产生的一切损失。
2. 如果一方未能履行本协议所规定的任何义务，对方有权提出书面通知要求其在 [通知期限]内补正，逾期未能补正的，视为该方自动解除本协议。
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。
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。
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股权转让协议（中英文）/wp-profile1.php?p=77535&author=11624股权转让合同书Share Transfer Agreement合同当事人各方：The parties hereinafter include:甲方：××公司Party A: ×× Investment Co.乙方：××有限公司Party：×× Limited丙方：×××先生Party C：Mr.×××身份证号ID NO:××××住址Address：××省××市××路×××号×××房。
Room ×××，×××＃，×××Road，×××city，×××Province。
鉴于甲方合法拥有在×××岛注册的××××公司(以下简称“××公司”)百分之百的股权；Whereas Party A legally owns ×××％shares of ××× Investments V Ltd. ("×××"), which is registered in the ××× Islands;鉴于××公司是××年××月××日，于×××岛依法注册成立，其合法拥有××有限公司(下称“公司”)百分百的股权；Whereas ×××, registered in ×××Islands on ××××, ××, legally owns ×××％shares of ×××Braking System (×××) Co., Ltd. (the “Company”)；鉴于甲方现有意出让其××公司合法拥有的百分之百的股权，Whereas Party A intends to sell the legally-owned ×××％shares of ×××鉴于Dana Global Holdings Inc.拥有甲方的××％的股权且其拥有对××公司的优先购买权，Whereas Party A is ××％owned by Dana Global Holdings Inc., and they have certainpre-emptive rights regarding the transfer of shares in ×××；鉴于丙方拟受让甲方在××公司的全部股权，现合同各方经友好协商，本着平等互利的原则，应上述股权转让事宜达成如下条款：Whereas Party C intends to buy the whole shares of ××× held by Party A, adheringto the principals of equality and mutual benefit, the parties have reached the followingagreement(the "Agreement")after friendly consultations regarding the share transfter matters:股权转让价款Article 1 Price of The Shares在公司向乙方或其指定代理人归还欠款人民币×××万元后，甲方同意按本俩所规定的条件，将其在××公司拥有的全部股权以×美元的价格转让给丙方，丙方同意以此价格受让甲方在××公司拥有的全部股权；同时乙方也同意将其在公司的剩余债权以×美元的价格转让给丙方，丙方同意以此价格受让乙方在公司剩余的全部债权。
After the Company repay × million of payable due to Party B or its designed agent, subjectto the terms and conditions in the Agreement, Party A hereby agrees that it will transfer andconvey to Party C the whole shares of ××× at the price of × US Dollar and Party C agrees to purchase the whole shares of ××× held by Party A at this price. At the same time, Party B agrees to transfer to Party C the title of its remaining receivable from the company at the price of ×US Dollar and Party C agree 第二条保证Article 2 Representations and Warranties甲方保证本合同第一条转让给丙方的股权为其合法拥有，并有完全、有效的处分权。
甲方保证其将在转让前取得股份转让所需的认可且转让的股权在转让之时没有设置任何抵押权或其他担保权，并免遭任何第三人的追索。
Party A represents and warrants to Party C that it legally owns the Shares subject to Article 1,as w ell as the right to deal with the shares entirely and effectively; and that prior to anytransfer it will obtain all necessary consents such that the Shares can be transferred to PartyC at the effective time of the transfer, free and clear of all liens and encumbrances whatsoever.丙方保证依本合同第一条规定，在××年××月××日之前，安排公司向乙方或其指定的代理人归还人民币×××万元。
剩余的人民币×××万元还款，公司应分三次分别在××年××月××日前、××年××月××日前、××年××月××日之前向乙方或其指定的代理人每次支付人民币×××万元。
丙方保证在××年××月××日前向甲方和乙方各支付转让价款×美元。
Party C consents to and agrees that he shall arrange the Company to pay RMB × Million inaccordance with in the Article 1 to Party B or the designated agent before the date of ×× ×× , ××, and the remaining RMB × Million of the repayment of payable dues referred in Article 1 shall be paid to Party B or the designated agent in three equal installments of RMB ×××before ××××,××，××××, ××××，××and ××××, ××respectively. Party C consents to pay Party A and Party B the purchase price of ×US Dollar respectively before ××××, ××.s to purchase the said receivable at this price.第三条债权债务的分担Article 3 Allocation of Shareholder Rights and Indebtedness本合同由各方法定代表人或委托代理人签字、盖章，在乙方及其代理人收到公司人民币×××万元还款及Dana Global Holding Inc.放弃其优先购买权后生效。