股权购买协议模板AGREEMENT FOR THE SALE AND PURCHASE OF SHARES(BVI公司).docx

《股权购买协议模板AGREEMENT FOR THE SALE AND PURCHASE OF SHARES(BVI公司).docx》由会员分享，可在线阅读，更多相关《股权购买协议模板AGREEMENT FOR THE SALE AND PURCHASE OF SHARES(BVI公司).docx（18页珍藏版）》请在淘文阁 - 分享文档赚钱的网站上搜索。

1、AGREEMENT FOR THE SALE AND PURCHASE OF SHARESBETWEEN (SELLER)AND (GUARANTOR)AND (PURCHASER)Dated 2012 AGREEMENT FOR THE SALE AND PURCHASE OF SHARESTHIS AGREEMENT is made on 2012BETWEEN:(1) (the “Seller”); and(2) (the “Purchaser”).(3) Mr. (the “Guarantor”);The Seller, the Purchaser and the Guarantor

2、shall be collectively referred to as the “Parties” and each individually as the “Party”.WHEREAS:A. Asia Potash Group Company Limited (the “Company”), a company duly organized and validly existing under the laws of the British Virgin Islands with its legal address at . B. As of the date of this Agree

3、ment, the Company has an authorized share capital of US$, comprising of (i) ordinary shares with a par value of US$ each (the “Ordinary Shares”), of which Ordinary Shares have been issued and outstanding; and (ii) preferred shares with a par value of US$ each (the “Preferred Shares”), of which Prefe

4、rred Shares have been issued and outstanding. As of the date of this Agreement, the Seller beneficially hold Ordinary Shares in the Company, representing % of the shareholding in the Company.C. It is a condition for the Purchaser entering into this Agreement that, inter alia, the Guarantor, as the C

5、hairman of the board of the Company, becomes a party to this Agreement as Guarantor to provide the guarantee the scope of which is established in Clause 8 herein below. The Guarantor recognizes the benefit to it of this Agreement and the transaction contemplated hereunder.D. The Seller has agreed to

6、 sell the Target Shares (as defined below) of the Company to the Purchaser for the consideration and upon the terms and conditions set out in this Agreement.NOW, THEREFORE, THE PARTIES AGREE as follows:1 INTERPRETATION1.1 In this Agreement:“Affiliate”means, (a) with respect to a person, any other pe

7、rson that, directly or indirectly, Controls, is Controlled by or is under common Control with such person, and any shareholder, member or partner of such person. and (b) with respect to an individual, shall include, without limitation, his spouse, child, brother, sister, parent, trustee of any trust

8、 in which such individual or any of his immediate family members is a beneficiary or a discretionary object, or any entity or company Controlled by any of the aforesaid persons;“Agreement” means this Agreement for Sale and Purchase of Shares;“Closing”means completion of the sale and purchase of the

9、Target Shares in accordance with this Agreement, as described in Clause 3 herein below;“Encumbrance”means a mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of preemption, third-party right or interest, other encumbrance or security interest in the Target Shares of

10、any kind, or another type of preferential arrangement therein (including, without limitation, a title transfer or retention arrangement) having similar effect;“Hong Kong”means the Hong Kong Special Administrative Region of the PRC.“HKIPO”means an initial public offering of the Issuer on the Main Boa

11、rd of the Hong Kong Stock Exchange within 3 years of the date of Closing.“Laws”means any constitutional provision, statute or other law, rule, regulation, official policy or interpretation of any governmental or regulatory authority of Hong Kong.“Material Adverse Event”means any event that may have

12、material adverse change in the consolidated or unconsolidated condition (financial or otherwise), business, prospects, properties, shareholders equity or results of operations of the Company.“PRC”means the Peoples Republic of China but solely for the purposes of this Agreement excluding Hong Kong, M

13、acau Special Administrative Region and the island of Taiwan.“Restated Articles”means the amended and restated memorandum and articles of association of the Company to be filed by the Company.“Sellers Group”means the Seller and any Affiliate of the Seller as of the date of Closing.“Target Shares”mean

14、s the fully paid Ordinary shares held by the Seller which represent % shareholding of the Company on a fully diluted basis, representing an implied pre-money equity value of the Company of approximately USD 640 million“USD” means United States Dollars, the lawful currency of the United States of Ame

15、rica.“WARRANTY”means the representations and warranties contained in schedule 2 and any other representation and warranty made herein by or on behalf of the Parties to this Agreement.1.2 In this Agreement, unless the context otherwise requires, a reference to:1.1.1 a statutory provision includes a r

16、eference to the statutory provision as modified or re-enacted or both from time to time before the date of this Agreement and any subordinate legislation made under the statutory provision before the date of this Agreement;1.1.2 a person includes a reference to any individual, firm, company, body co

17、rporate, association or partnership, government, state or agency of a state, local or municipal authority (whether or not having separate legal authority); 1.1.3 a person includes a reference to that persons legal representatives and successors; 1.1.4 a clause, paragraph or schedule, unless the cont

18、ext otherwise requires, is a reference to a clause or paragraph of or schedule to this Agreement;1.1.5 any reference to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, officia1 or any legal concept or thing shall, in respect of a jur

19、isdiction other than England, be deemed to include what most nearly approximates in that jurisdiction to the English legal term;1.1.6 references to any statute or statutory provision are to be construed as references to the same as it may have been, or may from time to time be, amended, modified or

20、re-enacted, and include references to all statutory instruments, orders and regulations for the time being made thereunder or deriving validity therefrom;1.1.7 the single includes the plural and vice versa; and1.1.8 All Warranties, representations and obligations in this Agreement expressed to be gi

21、ven or entered into by both the Seller and the Guarantor are given or entered into by them jointly and severally. The Purchaser may release or compromise the liability of any of the Seller or the Guarantor hereunder without affecting the liability of the other. If any liability of any of the Guarant

22、or or the Seller is, or becomes, illegal, invalid or unenforceable in any respect, this shall not affect or impair the liability to the other under this Agreement.1.3 The headings in this Agreement do not affect its interpretation.2 SALE AND PURCHASE2.1 Seller shall sell or procure the sale with ful

23、l title guarantee and Purchaser shall buy the Target Shares and each right accruing or attaching to the Target Shares (now or at any time hereafter) and the Target Shares shall be sold free from all Encumbrances.2.2 The Seller waives all rights of pre-emption over any of the Target Shares conferred

24、on it by the articles of association of Company.2.3 The total price payable on the date of Closing by the Purchaser to the Seller for the Target Shares shall be USD million (the “Purchase Price”)3 CONDITIONS PRECEDENT TO THE CLOSING3.1 There shall have been no Material Adverse Event with respect to

25、the Company since the date of this Agreement and no change to the current laws or regulations of the Law that would result in such Material Adverse Effect;3.2 the transactions contemplated by this Agreement have been duly approved by the resolutions by the shareholders and the board of the Seller;3.

26、3 The representations and Warranties made by the Seller and the Guarantor in Schedule 2 herein shall be true and correct and complete in all respects when made, and shall be true and correct and complete in all respects as of the date of the Closing with the same force and effect as if they had been

27、 made on and as of such date, subject to changes contemplated by this Agreement.3.4 Amendment to the Restated Articles;3.5 Negotiation and execution of the shareholders agreement satisfactory to the Purchaser;3.6 any other closing condition precedent arising out of the Purchasers due diligence.4 CLO

28、SING4.1 Upon the fulfillment or waiver of the conditions as set out in Section 3 above, the Closing shall take place on the next business day, at the specified office of the Company or on such other date and at such other time and place that the Parties hereto may mutually agree upon.4.2 As of the d

29、ate of Closing, Seller shall sell, transfer or cause such transfer and assign (or cause the assignment) all right, title and interest in the Target Shares and in to the Purchaser, on the terms and conditions set forth in this Agreement, so that upon Closing, Purchaser shall have full and exclusive l

30、egal and beneficial right, title and interest in the Target Shares. 4.3 For the purpose as set forth in Clause 4.2, the Seller shall deliver (or cause to be delivered) to the Purchaser:4.3.1 duly executed transfers into the name of the Purchaser or its nominee in respect of all of the Target Shares,

31、 together with the related share certificates evidencing the title and ownership of such shares;4.3.2 all such other documents (including any necessary waivers of pre-emption rights or other consents) as may be required to enable the Purchaser and/or its nominee to be registered as the holder(s) of

32、the Target Shares;4.3.3 a copy of a resolution of the board of directors (certified by a duly appointed officer as true and correct) of the Seller, authorising the execution of and the performance by the Seller of its obligations under this Agreement and each of the other documents to be executed by

33、 the Seller;4.4 Against compliance by the Seller of its obligations under Clause 4.3, the Purchaser shall pay to the Seller the total Purchase Price by an unconditional irrevocable bank transfer order duly signed and sealed by the Purchaser as of the date of Closing or such later date as may be agre

34、ed between the Seller and the Purchaser. If the Purchaser fails to pay the Purchase Price in full as of the date of Closing, except as otherwise agreed by the Parties, the Seller shall be entitled to (a) withdraw the Closing and the Closing deliverables contemplated under this Agreement, (b) termina

35、te this Agreement. 5 REPURCHASE AT MATURITYUnless previously redeemed or purchased as provided herein or otherwise agreed by the Parties, the Seller or the Guarantor shall repurchase, upon the written notice of the Purchaser, the Target Shares at an amount equal to 25% internal rate of return per ye

36、ar of the Purchase Price, inclusive of all interests paid, on the third anniversary from the date of Closing (the “Maturity Date”), provided that the HKIPO does not occur by the Maturity Date.6 RIGHT OF CO-SALEIn the event that the Seller propose to transfer its Ordinary Shares to any third independ

37、ent purchaser from date of the Closing, the Selling Shareholder shall promptly give written notice (the “Transfer Notice”) to the Purchaser, and the Purchaser shall have the right to participate in such transfer at the same price and subject to the same terms and conditions as set forth in the Trans

38、fer Notice. 7 WARRANTIES7.1 Each of the Guarantor and Seller warrant to the Purchaser, and Purchaser warrants to the Seller, that each of the Warranties made by it is true, accurate, complete and not misleading at the date of Closing. For this purpose only, where in a Warranty there is an express or

39、 implied reference to the date of this Agreement, that reference is to be construed as a reference to the date of Closing.7.2 Each of the Parties acknowledges that the other Party is entering into this Agreement in reliance on each Warranty which has also been given as a representation and with the

40、intention of inducing the other Party to enter into this Agreement.7.3 The rights and benefits of or under the Warranties may be assigned (together with any cause of action arising in connection with any Warranty) by the Parties to their successors in title.7.4 The rights and benefits of or under th

41、e Warranties may be assigned (together with any cause of action arising in connection with any Warranty) by the Parties to their successors in title or to any member of their respective Affiliates.8 GUARANTEE8.1 In consideration of the Purchaser entering into this Agreement the Guarantor hereby unco

42、nditionally guarantees to the Purchaser and its successors, transferees and assigns the due and punctual performance and observance by the Seller of all the Sellers obligations and the punctual discharge by the Seller of all the Sellers liabilities to the Purchaser under this Agreement. The forgoing

43、 is limited, however, to the Sellers due formation, due authorization and execution of the Agreement by the Seller and delivery to the Purchaser of a valid and unencumbered title to the Target Shares.9 CONFIDENTIALITY AND NONDISCLOSURE9.1 The terms and conditions of this Agreement and of each docume

44、nt referred herein, and schedules attached to such documents (collectively, the “Financing Terms”), including their existence, shall be considered confidential information and shall not be disclosed by any party hereto to any third party except in accordance with the clauses set forth below; provide

45、d that such confidential information shall not include any information that is in the public domain other than caused by the breach of the confidentiality obligations hereunder. 9.2 Any press release issued by the Seller or the Purchaser shall not disclose any of the Financing Terms. No other announ

46、cement regarding any of the Financing Terms in a press release, conference, advertisement, announcement, professional or trade publication, mass marketing materials or otherwise to the general public may be made without the prior written consent of the Seller and the Purchaser.9.3 Notwithstanding th

47、e foregoing, any party may disclose any of the Financing Terms to its current or bona fide prospective investors, employees, investment bankers, lenders, partners, accountants and attorneys, in each case only where such persons or entities are under appropriate nondisclosure obligations. In addition

48、 to and without limiting the generality of the foregoing, the Seller shall be entitled to disclose the Financing Terms only for the purposes of future financing activities of the Company to potential investors, their fund manager, other funds managed by their fund manager and their respective auditors, counsel, directors, officers, employees, shareholders or investors. 9.4