SHARE PURCHASE AGREEMENT
THIS SHARE PURCHASE AGREEMENT (this "Agreement") dated this January 30, 2014 by and between ____________________________, of__________________________________________ (the “Purchaser”) and Mr.Tsuneo Nagamoto of 4-1-4, Hiranominami, Hirano, Osaka, Japan (the “Seller”).
WHEREAS the Seller is the registered and beneficial owner of 02001 – 09000 number of equity shares (the “Purchased Shares”) in the capital stock of 2,000,000 BAHT (the “Corporation”);
AND WHEREAS the Seller is desirous of selling to the Purchaser and the Purchaser agrees to purchase from the Seller the said Purchased Shares in accordance with the terms and conditions of this Agreement;
THIS AGREEMENT WITNESSES that in consideration of the covenants, agreements, warranties and payments herein set out and provided for, the parties hereto covenant and agree as follows:
1. Purchase of Shares
Subject to the terms and conditions hereof and in consideration for the sell of the consideration, the Seller agrees to sell the share 10% of all owner equal 700 share holder to the Purchaser for 08301 – 09000 number of equity shares and the Purchaser agrees to purchase from the Seller the Purchased Shares.
2. Purchase Price
The purchase price payable by the Purchaser to the Seller for the Purchased Shares shall be 70,000 BAHT . The said purchase price shall be payable on closing by certified check.
3. The Seller will be agrees to provide and a meeting report and document evidence to change the Registration for sent a new of share holder list with the registrar and other the ministry of commerce. And we will have a summit of company for the sell of share to authorized the Audit Committee regulations and procedures in accordance with the law
4.The seller will responsible to duty stamp, commission of bank, transfer of share fee and registrar of this agreement .
5. Representations and Warranties of the Seller
The Seller covenants, represents and warrants as follows:
(a) The Seller is a limited liability company duly organized, validly existing, and in good standing under the laws of Thailand and is duly qualified and licensed to do business;
(b) The Seller has full corporate power and authority to enter into this Agreement and to take any action and execute any documents required by the terms hereof;
(c) This Agreement, entered into, have been be duly authorized by all necessary corporate proceedings, have been duly and validly executed and delivered by the Seller, and this Agreement creates a binding obligation of the Seller, enforceable in accordance with the terms hereof;
(d) neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement, conflict with or result in a breach of or a default under any of the terms, conditions or provisions of any legal restriction (including, without limitation, any judgment, order, injunction, decree or ruling of any court or governmental authority, or any federal, state, local or other law, statute, rule or regulation) or any covenant or agreement or instrument to which the Seller is now a party, or by which the Seller or any of the Seller's property is bound, nor does such execution, delivery, consummation or compliance violate or result in the violation of the Seller's Certificate of Incorporation, Memorandum and Articles of Incorporation;
(e) the Seller has the legal capacity to enter into and perform this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms;
(f) the Purchased Shares are legally owned by the Seller free from all Liens, and the Seller is entitled to sell and transfer to Purchaser the ownership of the Purchased Shares in accordance with the terms of this Agreement.
6. Closing
The closing of the sale shall take place at Glas house Tower, Sukhumvit road on January 30, 2014 at the address of the meeting place.
7. Additional Documents
Each of the parties hereto will from time to time at the other’s request and expense and without further consideration, execute and deliver such other instruments of transfer, conveyance and assignment and take such further action as the other may require to more effectively complete any matter provided for herein.
8. Entire Agreement
This Agreement, including the Schedules hereto, constitutes the entire agreement between the parties hereto. There are not and shall not be any verbal statements, representations, warranties, undertakings or agreements between the parties and this Agreement may not be amended or modified in any respect except by written instrument signed by the parties hereto.
9. Governing Law
This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Thailand.
This Agreement has been executed in two (2) copies with equal force and effect in English language. No translation into other language shall be taken into consideration in the interpretation of this Agreement.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.
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ญี่ปุ่น) 1:
[สำเนา]คัดลอก!
株式購入契約この株式購入契約書 (以下「本契約」) は、この 2014 年 1 月 30 日 _ _ _、of___ (以下「購入者」という) と Hiranominami, 大阪, 日本 (以下"売主") 平野 4-1 - 4 尚永元付。一方、売り手 02001-09000 株式 (「購入株式」) 数の有益な所有者の登録、資本金 200万バーツ (以下「法人」);一方、売り手は洋行を望んで購入者と購入者に販売売り手からこの契約の諸条件に従って当該購入した株式を購入することに同意してこの契約の証人は、約款、契約、保証、支払いをし、本契約の両当事者の提供を考慮した契約の通り合意します。1. 株式の購入約款条件に従って本と、対価の販売を考慮した売り手同意 08301-09000 株式数の購入者に共有のすべての所有者の等しい 700 株保有者の 10% を販売し、買い手売り手から購入した株式を購入することに同意します。2. 購入価格購入株式の売り手に購入者によって支払われる購入価格は 70,000 バーツになりません。当該購入価格は、支払保証付け小切手によって閉鎖に支払でしょう。3. The Seller will be agrees to provide and a meeting report and document evidence to change the Registration for sent a new of share holder list with the registrar and other the ministry of commerce. And we will have a summit of company for the sell of share to authorized the Audit Committee regulations and procedures in accordance with the law 4.The seller will responsible to duty stamp, commission of bank, transfer of share fee and registrar of this agreement .5. Representations and Warranties of the Seller The Seller covenants, represents and warrants as follows:(a) The Seller is a limited liability company duly organized, validly existing, and in good standing under the laws of Thailand and is duly qualified and licensed to do business;(b) The Seller has full corporate power and authority to enter into this Agreement and to take any action and execute any documents required by the terms hereof;(c) This Agreement, entered into, have been be duly authorized by all necessary corporate proceedings, have been duly and validly executed and delivered by the Seller, and this Agreement creates a binding obligation of the Seller, enforceable in accordance with the terms hereof; (d) neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement, conflict with or result in a breach of or a default under any of the terms, conditions or provisions of any legal restriction (including, without limitation, any judgment, order, injunction, decree or ruling of any court or governmental authority, or any federal, state, local or other law, statute, rule or regulation) or any covenant or agreement or instrument to which the Seller is now a party, or by which the Seller or any of the Seller's property is bound, nor does such execution, delivery, consummation or compliance violate or result in the violation of the Seller's Certificate of Incorporation, Memorandum and Articles of Incorporation;(e) the Seller has the legal capacity to enter into and perform this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms;(f) the Purchased Shares are legally owned by the Seller free from all Liens, and the Seller is entitled to sell and transfer to Purchaser the ownership of the Purchased Shares in accordance with the terms of this Agreement.6. ClosingThe closing of the sale shall take place at Glas house Tower, Sukhumvit road on January 30, 2014 at the address of the meeting place.7. Additional DocumentsEach of the parties hereto will from time to time at the other’s request and expense and without further consideration, execute and deliver such other instruments of transfer, conveyance and assignment and take such further action as the other may require to more effectively complete any matter provided for herein.8. Entire AgreementThis Agreement, including the Schedules hereto, constitutes the entire agreement between the parties hereto. There are not and shall not be any verbal statements, representations, warranties, undertakings or agreements between the parties and this Agreement may not be amended or modified in any respect except by written instrument signed by the parties hereto.9. Governing LawThis Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Thailand.This Agreement has been executed in two (2) copies with equal force and effect in English language. No translation into other language shall be taken into consideration in the interpretation of this Agreement.IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.
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