Equity Transfer and Capital Increase Clause Samples
The Equity Transfer and Capital Increase clause governs the process by which ownership interests in a company can be transferred between parties and how additional capital can be injected into the company. It typically outlines the procedures for selling or assigning shares, the rights of existing shareholders to purchase transferred shares, and the steps required for increasing the company's registered capital, such as board or shareholder approvals. This clause ensures that changes in ownership and capital structure are conducted transparently and in accordance with agreed-upon rules, thereby protecting the interests of all stakeholders and maintaining corporate stability.
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Equity Transfer and Capital Increase. 1.1 The parties agree that Hunan TV transfers part of its equity of Perspective Orient to the Purchaser pursuant to the terms in this agreement, and that the Purchaser increases capital in Perspective Orient. After the completion of this equity transfer and this capital increase, the Purchaser will hold 51% of the equity of Perspective Orient.
1.2 This equity transfer and this capital increase will be implemented as follows:
(1) Hunan TV transfers 42.67% of the equity of Perspective Orient to the Purchaser and the Purchaser makes payments to Hunan TV for the equity transfer pursuant to this agreement;
(2) After the parties have completed this equity transfer, the registration of changes with the Industry and Commerce Administration Bureau, and the changes in the corporate register of shareholders, the Purchaser increases capital in Perspective Orient by RMB 17,000,000 pursuant to this agreement. After the completion of the capital increase, the registered capital for Perspective Orient reaches RMB 117,000,000, and the portion of equity of Perspective Orient that the Purchaser holds reaches 51%.
1.3 The parties should all unconditionally sign and provide all the required documents for performing this equity transfer and this capital increase, and make sure that they complete relevant legal procedures for this equity transfer and this capital increase according to the Purchaser's reasonable request pursuant to relevant laws and regulations before the date approved by Hunan TV and the Purchaser, including but not limited to adopting resolutions at the shareholders' meeting and at the Board of Directors, issuing certificates of capital, and administering changes in the registration with the Industry and Commerce Administration Bureau.
1.4 Ronghan Investment hereby agrees that it irrevocably and unconditionally abandons its pre-emptive purchase right to this equity transfer and the purchase right to this capital increase, and is committed to its due duties to facilitate the completion of this equity transfer and this capital increase, including but not limited to signing documents of shareholders' resolutions, revising Articles of Association, and assisting in making the changes in registration with the Industry and Commerce Administration Bureau.
1.5 Hunan TV hereby agrees that it irrevocably and unconditionally abandons its purchase right to this capital increase, and is committed to its due duties to facilitate the completion of this equity transfer and this...
Equity Transfer and Capital Increase. Party A1 agrees to transfer a 28.2143% equity interest of the Company to Party B, Party A2 agrees to transfer a 13.2857% equity interest of the Company to Party B, Party B agrees to purchase the equity interest held by Party A1 and Party A2 (“Transfer interest” shall refer to the total equity interest of 41.5% and all rights, interest, and obligations relating to the aforesaid 41.5% equity interest).
Equity Transfer and Capital Increase. 1. The parties agree that the shareholders may transfer all or part of their equity interests among them three years after the establishment of the Company. The Company shall apply for registration of change in case of a transfer of equity interests within thirty(30) days from the date of such transfer.
2. The parties agree that the shareholders may transfer their equity interests to persons other than the shareholders. Where a shareholder transfers its equity interests to a person other than a shareholder, it shall obtain unanimous consent of the other shareholders. The shareholder shall notify the other shareholders in writing of the transfer of equity interests and seek their consent. Where the other shareholders do not reply within thirty (30) days of receipt of the written notice, they shall be deemed to consent to the transfer. If the other shareholders do not consent to the transfer, the dissenting shareholders shall purchase the equity interests to be transferred. If they do not purchase the equity interests, they shall be deemed to consent to the transfer. Under identical terms, the other shareholders shall have the preemptive right for the equity interests the transfer of which has been consented by the shareholders.
3. After a transfer of equity interests in accordance with law or after introducing a new shareholder to the Company, the Company shall amend the records concerning relevant shareholder and its capital contribution in the Articles of Association of the Company and the register of shareholders. After a transfer of equity interests or after introducing a new shareholder to the Company, the Company shall cancel the capital contribution certificate of the original shareholder and issue a capital contribution certificate to the new shareholder and amend the records concerning the relevant shareholder and its capital contribution in the Articles of Association of the Company and the register of the company.
Equity Transfer and Capital Increase