Share Transfer. 1. The Transferor agrees to transfer its shares of Enterprise Network to the Transferee pursuant to the proportion agreed-upon under this Agreement on the Effective Date of Share Transfer (as defined hereinafter) set forth in Article III of this Agreement according to the terms and conditions of this Agreement; the Transferee agrees to accept such shares pursuant to the proportion agreed-upon under this Agreement according to the terms and conditions of this Agreement (hereinafter "Share Transfer"). -------------------------------------------------------------------------------- 2. After Share Transfer becomes effective, the Transferee shall become the legal owner of the shares contemplated to be transferred hereunder pursuant to this Agreement, having all rights and obligations in respect of the shares contemplated to be transferred hereunder (such rights including all rights, interests and duties in respect of its contribution). The Transferor shall not have any right, obligation or responsibility in respect of the shares contemplated to be transferred hereunder. 3. After Share Transfer becomes effective, each shareholder's contribution amount and its proportion in the registered capital of Enterprise Network are as follows: Party A: RMB5,000,000, accounting for 50 percent of total registered capital of Enterprise Network; Party B: RMB5,000,000, accounting for 50 percent of total registered capital of Enterprise Network 4. The parties hereto agree to effect all procedures in respect of Share Transfer according to the terms and time provided under this Agreement, including without limitation securing resolutions of shareholders' meeting and the Board consenting transfer/acceptance of shares respectively, resolutions of shareholders' meeting of Enterprise Network consenting Share Transfer, and the commitment letter of the Transferor as shareholders of Enterprise Network consenting the Share Transfer by the other shareholders and waiving their preemption rights. 5. Commencing from the Effective Date of Share Transfer, the Transferor shall transfer to the Transferee any and all materials held by the Transferor necessary for appropriate exercise of shareholder rights by the Transferee, including without limitation resolutions and minutes of shareholders meeting and the Board of Enterprise Network, all seals of the company (including without limitation corporate seal, finance seal and contract seal), approval documents of the company, business license (originals and copies), approvals, certificates, checkbooks, materials relating to bank account and changes thereto, property title documents and approvals.
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Samples: Share Transfer Agreement (Hurray! Holding Co., Ltd.)
Share Transfer. 1. The Transferor agrees to transfer its shares of Enterprise Network to the Transferee pursuant to the proportion agreed-upon under this Agreement on the Effective Date of Share Transfer (as defined hereinafter) set forth in Article III of this Agreement according Subject to the terms and conditions provided herein:
(a) The Transferors and the Target Companies agree to procure Purchasers’ acquisition of this Agreement; one hundred percent (100%) shares of the Transferee agrees to accept such Target Companies by transfer of shares pursuant to of the proportion agreed-upon under this Agreement according to Target Companies held by the Transferors in accordance with the terms and conditions of this Agreement agreed herein, and the Purchasers agree to acquire one hundred percent (hereinafter "Share Transfer"). --------------------------------------------------------------------------------
2. After Share Transfer becomes effective, the Transferee shall become the legal owner 100%) shares of the Target Companies by accepting such transferred shares contemplated to of the Target Companies held by the Transferors in accordance with the terms and conditions hereof. The shares shall be transferred hereunder pursuant to this Agreement, having the Purchasers together with all rights and obligations in respect attached to the shares. Upon completion of the above transfer of shares, the Purchasers shall legally own one hundred percent (100%) shares contemplated to be transferred hereunder (such rights including all of the Target Companies and the corresponding shareholder’s rights, interests and duties in respect of its contribution). assume the corresponding obligations.
(b) The Transferor Purchasers shall not have any right, obligation or responsibility in respect acquire one hundred percent (100%) shares of the shares contemplated to be transferred hereunderTarget Companies by:
(i) Acquiring the Overseas Target Share by the Overseas Purchaser from the Overseas Transferor; and
(ii) Acquiring the Domestic Target Shares by the Domestic Purchaser from the Domestic Transferors.
3. After Share Transfer becomes effective(c) The Transferors undertake that, each shareholder's contribution amount and its proportion in the registered capital of Enterprise Network are as follows: Party A: RMB5,000,000, accounting for 50 percent of total registered capital of Enterprise Network; Party B: RMB5,000,000, accounting for 50 percent of total registered capital of Enterprise Network
4. The parties hereto agree to effect all procedures in respect of Share Transfer according prior to the terms and time provided under this Agreement, including without limitation securing resolutions closing of shareholders' meeting and the Board consenting transfer/acceptance of shares respectively, resolutions of shareholders' meeting of Enterprise Network consenting Share Transfer, and the commitment letter of the Transferor as shareholders of Enterprise Network consenting the Share Transfer by the other shareholders and waiving their preemption rights.
5. Commencing from the Effective Date of Share TransferTransaction, the Transferor shall transfer to the Transferee any and all materials held by the Transferor necessary for appropriate exercise of shareholder rights by the Transferee, including without limitation resolutions and minutes of shareholders meeting and the Board of Enterprise Network, all seals shareholding percentage of the company Target Companies is as follows:
(including without limitation corporate seal, finance seal and contract seal), approval documents i) Chengdu Skymoons’s Shareholding Structure
(i) Skymoons Cayman’s Shareholding Structure
(a) Upon completion of the companyShare Transfer Transaction, business license the shareholding percentage of the Target Companies shall be as follows:
(originals and copies), approvals, certificates, checkbooks, materials relating to bank account and changes thereto, property title documents and approvals.i) Chengdu Skymoons’s Shareholding Structure No. Name of Shareholder Subscribed Capital (RMB10,000) Shareholding Percentage (%) 1 Domestic Purchaser 225.0000 100
(i) Skymoons Cayman’s Shareholding Structure
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Share Transfer. 1. The Transferor agrees to transfer its shares of Enterprise Network to the Transferee pursuant to the proportion agreed-upon under this Agreement on the Effective Date of Share Transfer (as defined hereinafter) set forth in Article III of this Agreement according to the terms and conditions of this Agreement; the Transferee agrees to accept such shares pursuant to the proportion agreed-upon under this Agreement according to the terms and conditions of this Agreement (hereinafter "Share Transfer"). --------------------------------------------------------------------------------
2. After Share Transfer becomes effective, the Transferee shall become the legal owner of the shares contemplated to be transferred hereunder pursuant to this Agreement, having all rights and obligations in respect of the shares contemplated to be transferred hereunder (such rights including all rights, interests and duties in respect of its contribution). The Transferor shall not have any right, obligation or responsibility in respect of the shares contemplated to be transferred hereunder.
3. After Share Transfer becomes effective, each shareholder's contribution amount and its proportion in the registered capital of Enterprise Network are as follows: Party A: RMB5,000,000RMB 1,045,000, accounting for 50 95 percent of total registered capital of Enterprise Network; Party B: RMB5,000,000RMB 55,000, accounting for 50 5 percent of total registered capital of Enterprise Network
4. The parties hereto agree to effect all procedures in respect of Share Transfer according to the terms and time provided under this Agreement, including without limitation securing resolutions of shareholders' meeting and the Board consenting transfer/acceptance of shares respectively, resolutions of shareholders' meeting of Enterprise Network consenting Share Transfer, and the commitment letter of the Transferor as shareholders of Enterprise Network consenting the Share Transfer by the other shareholders and waiving their preemption rights.
5. Commencing from the Effective Date of Share Transfer, the Transferor shall transfer to the Transferee any and all materials held by the Transferor necessary for appropriate exercise of shareholder rights by the Transferee, including without limitation resolutions and minutes of shareholders meeting and the Board of Enterprise Network, all seals of the company (including without limitation corporate seal, finance seal and contract seal), approval documents of the company, business license (originals and copies), approvals, certificates, checkbooks, materials relating to bank account and changes thereto, property title documents and approvals.
Appears in 1 contract
Samples: Agreement on Transfer of Shares (Hurray! Holding Co., Ltd.)
Share Transfer. 18.1 Any transfer of shares must first be subject to the approval of the majority of the directors by resolutions, and then the relevant transferee of such shares can become a shareholder. The Transferor agrees to transfer In addition, if any shareholder transfers its shares in accordance with the provisions of Enterprise Network the terms hereof, the relevant transferee of such shares must:
(a) Execute appropriate legal instruments to undertake to be bound by this Agreement, as if such transferee was an original contracting party hereto;
(b) Purchase all shareholder loans (if any) provided to the Transferee Company by the transferor; and
(c) Provide relevant creditors with all guaranties or mortgages (if any) to ensure the repayments of the debts of the Company in place of the transferor, provided that the relevant creditors consent to such arrangement.
8.2 Subject to Article 8.1, the parties hereto agree to cause the Board of Directors to approve such share transfer under the following circumstances:
(a) Any corporate shareholder transfers all or part of its shares to one of its wholly-owned subsidiaries or a wholly-owned subsidiary of its ultimate holding company, provided that if such transferee ceases to be a wholly-owned subsidiary of the foregoing transferor or its ultimate holding company, relevant shares shall be immediately transferred back to the foregoing transferor;
(b) Any shareholder exercises the powers conferred under Article 8.3 and purchases shares from other shareholders in accordance with the provisions of Article 8.3; and
(a) If Xx. Xxxxx or Xx. Xx (“Breaching Shareholders”) have been in breaches pursuant to in Article 9 hereof, he must immediately give a written notice to other parties hereto. Any non-breaching shareholder shall be entitled to give a written notice (“Share Purchase Notice”) to such Breaching Shareholders (with a copy to the proportion agreedBoard of Directors) within 30 days upon occurrence of such breaches or upon receipt of the written notice (whichever is later), demanding purchasing all or part of the shares of such Breaching Shareholders, who must sell their shares in accordance with the provisions of this Paragraph. In case any non-upon under breaching shareholder fails to exercise the foregoing share purchase right prior to the expiry of such 30-day period, such share purchase right shall become invalid and shall no longer be in any force.
(b) In case the shareholder who intends to exercise such share purchase right (referred to as the “Buyer” in this Agreement Paragraph) fails to reach an agreement with the Breaching Shareholders on the Effective Date transfer price of the relevant shares within 14 days upon within the issuance of the Share Transfer (as defined hereinafter) set forth Purchase Notice, the Buyer and the Breaching Shareholders must immediately notify the Board of Directors, requesting the Board to appoint the then auditor of the Company on their behalf, to prove in Article III writing, and notify the Buyer, the fair value of this Agreement according the relevant shares within 14 days since the date of the Share Purchase Notice was issued. Upon receipt of the above notification from the Buyer and/or the Breaching Shareholders, the Board of Directors shall immediately retain such auditor to determine the terms and conditions amount of this Agreement; the Transferee agrees to accept such fair value of relevant shares pursuant to the proportion agreed-upon under this Agreement according to preceding provision. The Buyer and the terms breaching shareholder must accept the amount determined and conditions of this Agreement (hereinafter "Share Transfer"). --------------------------------------------------------------------------------
2. After Share Transfer becomes effective, proven in such manner as the Transferee shall become the legal owner transfer price of the shares contemplated to be transferred hereunder pursuant to this Agreement, having all rights and obligations relevant shares. Such auditor shall serve as an expert rather than an arbitrator in respect of the shares contemplated to be transferred hereunder (such rights including all rightsmatters described in this Paragraph, interests and duties in respect of its contribution)his decision is final and binding upon the shareholders. The Transferor shall not have any right, obligation or responsibility costs incurred in respect connection with the determination of the fair value shall be solely borne by the Breaching Shareholders. For the purposes of this Paragraph, the fair value of relevant shares contemplated to shall be transferred hereunder.
3. After Share Transfer becomes effective, each shareholder's contribution amount and its proportion in the registered capital net asset value of Enterprise Network are the relevant shares as follows: Party A: RMB5,000,000, accounting for 50 percent of total registered capital of Enterprise Network; Party B: RMB5,000,000, accounting for 50 percent of total registered capital of Enterprise Network
4. The parties hereto agree to effect all procedures in respect of Share Transfer determined according to the terms and time provided under this Agreement, including without limitation securing resolutions of shareholders' meeting and accounting principles adopted by the Board consenting transfer/acceptance of shares respectively, resolutions of shareholders' meeting of Enterprise Network consenting Share Transfer, and Company on the commitment letter date of the Transferor Buyer’s Share Purchase Notice (referred to as shareholders of Enterprise Network consenting the Share Transfer by the other shareholders and waiving their preemption rights“Designated Price” in this Paragraph).
5. Commencing from the Effective Date of Share Transfer, the Transferor shall (c) Any share transfer to be conducted between two shareholders under Article 8.4 must be completed according to Article 8.3
(b) after each of the Transferee any and all materials held parties agrees upon the transfer price or after auditor has determined the Designated Price.
8.4 The shareholder must cause the director(s) nominated by the Transferor necessary for appropriate exercise of shareholder rights by the Transferee, including without limitation resolutions and minutes of shareholders meeting and it to resign after selling its shares.
8.5 When the Board of Enterprise NetworkDirectors makes resolutions regarding any share transfer pursuant to the provisions hereof, all seals of the company (including without limitation corporate seal, finance seal and contract seal), approval documents of director(s) nominated by the company, business license (originals and copies), approvals, certificates, checkbooks, materials relating to bank account and changes thereto, property title documents and approvalsrelevant shareholders must avoid participating in the vote.
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Samples: Shareholder Agreements (China Mobile Games & Entertainment Group LTD)
Share Transfer. 1. 1.1 The Transferor agrees to transfer its shares of Enterprise Network to BMP and BMP agrees to acquire from the Transferee pursuant to Transferor the proportion agreed-upon under this Agreement 20% equity interest (the "TRANSFERRED SHARES") held by The Transferor in the Company on the Effective Date of Share Transfer (as defined hereinafter) set forth in Article III of this Agreement according to the terms and conditions of this Agreement; . The Transferor agrees that BMP shall fully subscribe the Transferee agrees to accept amount of the increased capital of the Company (the "AMOUNT OF INCREASED CAPITAL"), x.x.XX$1,039,000. BMP shall contribute such shares pursuant Amount of Increased Capital to the proportion agreed-upon under this Agreement according to Company in accordance with the terms and revised Articles of Association of the Company.
1.2 Both Parties agree that from the date when all of the following conditions of this Agreement precedent have been satisfied (hereinafter the "Share TransferDATE OF TRANSFER"). --------------------------------------------------------------------------------
2. After Share Transfer becomes effective, BMP shall be the Transferee shall become the legal owner of the shares Transferred Shares and become the shareholder of the Company:
(a) Beijing Drug Administration Bureau has renewed the Pharmaceutical Distribution License of the Company for an additional five years and has approved the change of legal representative and other issues (if any) thereon;
(b) The share transfer contemplated to be transferred hereunder pursuant to under this Agreement, having all rights the share transfer contemplated under the Share Transfer and obligations Debt Restructuring Agreement and the revised Articles of Association of the Company have been approved by the Ministry of Commerce or its authorized authority (the "EXAMINATION AND APPROVAL AUTHORITY") and the Company has been issued with an Approval Certificate of Foreign Investment Enterprise;
(c) The amendment registration in respect of the shares share transfer contemplated hereunder, the share transfer contemplated under the Share Transfer and Debt Restructuring Agreement between BMP and Beijing Wanhui Pharmaceutical Group, and the revised Articles of Association of the Company has been effected with Beijing Administration for Industry and Commerce ("REGISTRATION AUTHORITY"); and
(d) There shall have been no material adverse change in the financial condition, operations or business prospects of the Company during the Transition Period, as such terms are defined in Article 3.1, with the exception of any such material adverse change resulting from an action or inaction taken by the Company with the approval of the Supervision Committee as such terms are defined in Article 3.
1. Upon the completion of the share transfer hereunder and the share transfer as contemplated under the share transfer agreement between BMP and Wanhui Group, BMP shall become the sole shareholder of the Company, and the Company shall be converted into a wholly foreign owned enterprise pursuant to be transferred hereunder (such rights including all rights, interests and duties in respect of its contribution). PRC law.
1.3 The Transferor shall not have any rightconfirms that, obligation or responsibility in respect of the shares contemplated to be transferred hereunder.
3. After Share Transfer becomes effective, each shareholder's contribution amount and its proportion in the registered capital of Enterprise Network are as follows: Party A: RMB5,000,000, accounting for 50 percent of total registered capital of Enterprise Network; Party B: RMB5,000,000, accounting for 50 percent of total registered capital of Enterprise Network
4. The parties hereto agree to effect all procedures in respect of Share Transfer according prior to the terms and time provided under execution of this Agreement, including without limitation securing resolutions of shareholders' meeting and the Board consenting transfer/acceptance of shares respectively, resolutions of shareholders' meeting of Enterprise Network consenting Share Transferthe Company has adopted a valid resolution approving the transfer of the Transferred Shares to BMP from the Transferor, the subscription by BMP of the Amount of Increased Capital and the commitment letter corresponding amendments to the Articles of Association of the Transferor as shareholders of Enterprise Network consenting the Share Transfer by the other shareholders and waiving their preemption rightsCompany.
51.4 The Transferor confirms that Wanhui Group has waived its first right of refusal with respect to the Transferred Shares prior to the execution of this Agreement. Commencing Its consent letter is attached herein as Schedule 1.
1.5 No later than three (3) months after the date hereof, both parties shall cause the Company to submit this Agreement, the revised Articles of Association of the Company and an original copy of the duly signed resolution referred to in Article 1.3 above together with other necessary application documents to the Examination and Approval Authority.
1.6 Both Parties shall take their best endeavour to obtain the approval from the Effective Date of Share TransferExamination and Approval Authority, to assist the Transferor shall transfer to Company in going through the Transferee any and all materials held by amendment registration formalities with the Transferor necessary for appropriate exercise of shareholder rights by the Transferee, including without limitation resolutions and minutes of shareholders meeting and the Board of Enterprise Network, all seals of the company (including without limitation corporate seal, finance seal and contract seal), approval documents of the company, business license (originals and copies), approvals, certificates, checkbooks, materials relating to bank account and changes thereto, property title documents and approvalsRegistration Authority.
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