Equity Interest Transfer Clause Examples
The Equity Interest Transfer clause governs the process by which ownership interests in a company, such as shares or partnership stakes, can be transferred from one party to another. Typically, this clause outlines the conditions under which transfers are permitted, any required approvals (such as from other shareholders or the board), and any restrictions or procedures that must be followed, such as rights of first refusal or notice requirements. Its core function is to ensure that changes in ownership are controlled and transparent, thereby protecting the interests of existing stakeholders and maintaining the stability of the company’s ownership structure.
Equity Interest Transfer. 3.1 Upon the execution hereof, the Parties shall assist the Target Company to complete or obtain the documents regarding the recordation and registration listed in Article 5.1 hereof, and shall take the actions listed in Article 5.2 hereof to cause and give necessary assistance to the Target Company to complete the recordation, registration and approval procedures regarding the Equity Interest Transfer.
Equity Interest Transfer. 1. The Transferor hereby agrees to transfer the Subject Equity Interest to the Transferee pursuant to the stipulations hereof.
2. The Transferee shall be transferred of the Subject Equity Interest pursuant to the stipulations hereof.
3. As of the later of the date on which this Agreement becomes effective and the date on which Sunshine Pharmaceutical completes its registration with relevant government administration offices industry and commerce for the transfer of the Subject Equity Interest, the Transferee shall immediately become the legal owner of the Subject Equity Interest and be entitled to and assume all the rights and obligations in relation to the Subject Equity Interest. The Transferor shall no longer be entitled to any rights in relation to the Subject Equity Interest or assume any obligations or liabilities in relation to the Subject Equity Interest, unless otherwise provided herein. The Transferor shall be obliged to assist the Transferee and Sunshine Pharmaceutical in completing all necessary legal procedures in relation to the transfer of the Subject Equity Interest.
Equity Interest Transfer. 1.1 Based on the terms and conditions provided herein, the Transferor agrees to transfer the Target Equity Interests to the Transferee at the consideration of RMB 6.60 million (“Equity Interest Transfer Consideration”), and the Transferee agrees to accept such Target Equity Interests based on the terms and conditions provided herein.
1.2 The Parties agree that, the Transferee shall, within five (5) working days following the satisfaction of all the prerequisites provided in Article 2 hereof or waiver by the Transferee in writing, or within another period agreed between the Parties, remit the Equity Interest Transfer Consideration at the amount provided in Article 1.1 hereof to an account designated by the Transferor (“Closing”, the date of Closing, “Closing Date”). The Parties agree that, the Transferee’s obligations of paying the Equity Interest Transfer Consideration hereunder are fulfilled after the Transferee pays the Equity Interest Transfer Consideration as provided in this article.
1.3 To meet the registration requirements of Beijing Administration for Market Regulation or its offices (“Administration for Industry and Commerce”), the Transferee and Transferor may enter into an equity interest transfer agreement separately with respect to this Equity Interest Transfer, the terms and conditions of which shall be substantially same as this Agreement, and in the event of any provisions different from this Agreement, the provisions of this Agreement prevail.
1.4 After the Closing, the Company shall complete change registration formalities with the administration for industry and commerce for this Equity Interest Transfer within ninety (90) days following the Closing Date, and provide the Transferee with a duplicate of the new corporation business license issued by the Administration for Industry and Commerce.
Equity Interest Transfer. 3 3. CONSIDERATION FOR EQUITY INTEREST TRANSFER............................................ 3 4.
Equity Interest Transfer. 1.1 The Parties agree that Party C shall transfer the Transferred Equity Interest to Party E, and Party E agree to purchase the Transferred Equity Interest from Party C;
1.2 Party C shall repay the loan in the Loan Agreement between Party B and Party C (the “Loan”) by paying Party B all proceeds from the transfer to Party E of the Transferred Equity Interest, i.e. in the amount of RMB5,000,000;
1.3 Upon the execution of this Contract, Party C shall enter into an Equity Interest Transfer Agreement (“EITA”) with Party E, to transfer the Transferred Equity Interest to Party E, whereby Party E shall pay the Strictly Confidential purchase price in the amount of RMB5,000,000 (“Purchase Price”) to Party C; and Party C shall instruct Party E to pay the Purchase Price to the account as designated by Party B. Upon completion of the Equity Interest Transfer, Party D shall still hold 50% equity interest of Party A and Party E shall hold 50% equity interest of Party A.
1.4 Upon the execution of this Contract, Party B shall enter into a loan agreement with Party E to provide Party E with a loan in the amount of RMB5,000,000 (“New Loan”) . Party E shall use the full amount of the New Loan to pay the Purchase Price to Party C for the Transferred Equity Interest by instructing Party B to directly pay the full amount of the New Loan to a bank account designated by Party C in writing;
1.5 Each Party agree, based on the above arrangement: (1) Party C shall execute a Payment Instruction to Party E for payment of the Purchase Price to the account designated by Party B; (2) Party E shall execute a Payment Instruction to Party B for payment of the New Loan to the account designated by Party C; (3) Party E shall provide Party B with a written receipt of the full amount of the New Loan; (4) Party C shall provide Party E with a written receipt of the full amount of the Purchase Price; (5) Party B shall provide Party C with a written receipt of the full amount of the repayment of the Loan.
Equity Interest Transfer. 2.1 转让方同意将其持有的标的股权及与该等股权相关的权益、利益及依法享有的全部权利转让予受让方。 The shareholders agree to transfer target equity interest, relevant rights and interests and all rights in accordance with law to the transferee.
2.2 受让方同意根据本协议约定的条款和条件受让标的股权及与该等股权相关的权益、利益及依法享有的全部权利。 According to the terms and requirement of this agreement, the transferee agree to acquire the target equity interest, relevant rights and interests and all rights in accordance with law to the transferee.
Equity Interest Transfer. 2.1 转让方同意将其持有的标的股权及与该等股权相关的权益、利益及依法享有的全部权利转让予受让方。 The shareholders agree to transfer target equity interest, relevant rights and interests and all rights in accordance with law to the transferee.
Equity Interest Transfer. Pursuant to the Investment Agreement, the Other Shareholders agree to transfer, in total, 13.69% of the equity interest of NCCE (each proportionate to its equity interest held) to Shinonghui at nil consideration and. CAG agrees to waive its pre-emptive right to purchase the said equity interest from the Other Shareholders. Registered share capital of NCCE RMB211,111,000 RMB265,306,100 Set out below is the shareholding structure of the registered share capital of NCCE before and immediately after the Capital Contribution and Equity Interest Transfer: Shareholders of NCCE Approximate equity interest in the registered capital Approximate equity interest in the registered capital CAG 52.63% 51% Other Shareholders 47.37% 24% Shinonghui — 25% Total 100% 100% The contribution of RMB30,000,000 by Shinonghui to NCCE is conditional upon the fulfilment of, among others, the following conditions:
Equity Interest Transfer. 5.1 Within 90 days of entry into force of this Agreement and assuming all consideration has been paid in full, the Parties shall jointly commission the Board of Directors of Jinzhou Halla for registrations of the equity interest transfer;
5.2 Changes in registration of the above equity interest shall be done within 90 days after entry into force of this Agreement.
Equity Interest Transfer. 2.1 转让方同意将其持有的标的股权及与该等股权相关的权益、利益及依法享有的全部权利转让予受让方。 The shareholders agree to transfer target equity interest, relevant rights and interests and all rights in accordance with law to the transferee.
2.2 受让方同意根据本协议约定的条款和条件受让标的股权及与该等股权相关的权益、利益及依法享有的全部权利。 According to the terms and requirement of this agreement, the transferee agree to acquire the target equity interest, relevant rights and interests and all rights in accordance with law to the transferee.
2.3 本次股权转让由受让方负责指派人员办理有关的工商变更登记手续，转让方负有配合义务。 For the purpose of the equity interest transfer, the transferee takes the responsible of arranging people to duel the transfer register precedures, the transferor have the obligation to cooperate.
2.4 本协议各方一致同意，下述条件全部获得满足之日为本协议项下标的股权转让行为的完成日（下称“完成日”）：
（1 受让方已向转让方支付本协议第3条所述股权转让价款，目标公司更新股东名册，并向受让方颁发出资证明书；
（2 目标公司就本次股权转让向工商行政管理部门办理并完成有关工商变更登记/备案手续。 Both parties of this agreement hereby agree to that the day of all the terms meet the requirement is called “closing day”, terms as follows:
(1) The transferee has already paid the transfer price according to Term 3 of this agreement, the target company has updated the shareholder list, and issued the certification of capital contribution to the transferee.
(2) The target company has already gone though the procedures of registering or filing at the industrial and commercial administrative department for this equity interest transfer.
2.5 自完成日起，受让方即享有和承担与标的股权有关的全部权利和义务，转让方则不再享有和承担与标的股权有关的任何权利和义务。 From the time of “closing day”, the transferee can enjoy and undertake all rights and obligations about the target equity interest, also the party of transfer cannot enjoy and undertake any other rights and obligations about the target equity interest.