Agreement协议书1docWord文件下载.docx

1、Agreement协议书1doc#Agreement协议书 - #WHEREAS, the Company and _ _ are parties to an agreement （the _ Agreement ） dated _,_,_（M,D,Y） pursuant to which the Company purchased from _ certain trademarks and other property;# and WHEREAS, under the Agreement, _ has the right to receive four annual cash install

2、ments of $,_ each on the first, second, third and fourth anniversary of the closing of the transactions contemplated by the _ Agreement （the Future Consideration and WHEREAS, the parties desire to, among other things, amend the terms of the Future Consideration to provide for the payment to _ on the

3、 date hereof of shares of common stock, $,_ par value per share, of the Company （the Common Stock ） valued at $,_ in lieu of the second annual $,_ cash installment of the balance of the Purchase Price payable pursuant to Section 3（b） of the _ Agreement;# NOW, THEREFORE, in consideration of the premi

4、ses and the mutual covenants contained herein, the parties hereto agree as follows:# 1. Amendment. （a） Notwithstanding Section 3（b） of the _ Agreement, the parties hereto agree that, in lieu of the second installment of the balance of the Purchase Price payable pursuant to Section 3（b） of the _ Agre

5、ement, the Company shall issue the _ on the date hereof _ shares of Common Stock:# （b） Except as specifically set forth in this Agreement, the terms and provisions of the _ Agreement and the agreements contemplated thereby （including, without limitation, the Trademark Security Agreement） shall conti

6、nue in full force and effect. 2. Representations and Warranties of the Company. The Company hereby represents and warrants to _ as follows:# （a） Organization and Standing of the Company. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State

7、 of Delaware. （b） Authority. The Company has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution, delivery and performance of this Agreement by the Company have been duly and validly authorized by all requisite corporate

8、proceedings on the part of the Company and do not require the approval or consent of any stockholders of the Company. This Agreement has been duly executed and delivered by the Company and is （assuming the due authorization, execution and delivery by _） a valid and binding agreement of the Company,

9、enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy and insolvency laws and by other laws affecting the rights of creditors generally or by the availability of equitable remedies and except as rights of indemnity or contribution may be limi

10、ted by federal or state securities or other laws or the public policy underlying such laws. （c） Status of Shares. The Shares （as defined below） have been （or will be） duly authorized by all necessary corporate action on the part of the Company （no consent or approval of stockholders being required b

11、y law, the Certificate of Incorporation of the Company, as amended and restated, or its By-laws）. The Shares, when delivered pursuant to this Agreement, will be validly issued and outstanding, fully paid and nonassessable and free and clear of any liens （other than those imposed by the securities la

12、ws）, and the issuance of such Shares is not and will not be subject to preemptive or similar rights of any other stockholder of the Company. For purposes of this Agreement, Shares shall mean the shares of Common Stock issued to _ pursuant to this Agreement, and any additional shares of Common Stock

13、issued to _ in accordance with Section 4（e） of this Agreement. 3. Representations and Warranties of _. _ hereby represents and warrants to the Company as follows:# （a） Authority and Authorization of _._ has the requisite power to enter into this Agreement. This Agreement has been duly executed and d

14、elivered by _ and is （assuming the due authorization, execution and delivery by the Company） a valid and binding agreement of _, enforceable against _ in accordance with its terms except as may be limited by bankruptcy and insolvency laws and by other laws affecting the rights of creditors generally

15、 and except as may be limited by the availability of equitable remedies and except as rights of indemnity or contribution may be limited by federal or state securities or other laws or the public policy underlying such laws. （b） Experience of _;# Acquisition for Investment. _ is an accredited invest

16、or as defined in Regulation D under the Securities Act of 1933. _ has extensive knowledge and experience in financial and business matters and has the capability to evaluate the merits and risks of an investment in the Shares and has had the opportunity to ask any and all questions of the Companys m

17、anagement. _ represents that he is not acquiring the Shares with a view to or for sale in connection with any distribution thereof, except as permitted by and pursuant to Section 4 of this Agreement, and that he has no present intention or plan to effect any distribution of the Shares, except as per

18、mitted by and pursuant to Section 4 of this Agreement;# provided, however that the disposition of _s property shall at all times be and remain within his control, subject to the provisions of this Agreement. _ understands that the Shares have not yet been registered under the Securities Act of 1933

19、（the Securities Act ） by reason of specific exemptions therefrom which depend upon, among other things, the accuracy of his representations as expressed herein. The Shares shall bear the following legend:# THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN

20、 REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATIONS OR EXEMPTIONS THEREFROM UNDER SAID ACT OR LAWS. （c） Rule 144. _ acknowledges that the Shares must be held indefinitely unless subseque

21、ntly registered under the Securities Act or any applicable state securities laws or unless exemptions from such registrations are available. _ is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of securities purchased in a private placement subjec

22、t to the satisfaction of certain conditions. （d） Shares. _ acknowledges and agrees that he will not, except in connection with a merger, tender offer or similar transaction involving the Company, sell, transfer or otherwise dispose of the Shares except to the public pursuant to the registration stat

23、ement contemplated by Section 4 hereof or in brokerage transactions in accordance with Rule 144 under the Securities Act. 4. Registration. （a） The Company agrees, at its sole expense, to prepare and file with the Securities and Exchange Commission （the Commission ） as soon as reasonably practicable

24、after the issuance of any Shares to _ pursuant to this Agreement a registration statement （including a prospectus therein） （or amend and continue the effectiveness of any registration statement） with respect to the sale of such Shares to the public in brokerage transactions and to use its reasonable

25、 best efforts to cause such registration statement to become and remain effective for such period as may be necessary to permit the successful marketing of such Shares, but not exceeding the earlier of （i） _,_,_（M,D,Y） and （ii） the date on which _ could dispose of any remaining Shares to the public

26、pursuant to Rule 144（k） under the Securities Act. The date on which _ is entitled to use such prospectus for the sale of the Shares is sometimes referred to herein as the Effective Date . Notwithstanding the foregoing, the Company shall be entitled to prohibit any offers or sales of the Shares pursu

27、ant to the prospectus for a reasonable period of time （but not exceeding an aggregate of 90 days during any 12 month period） if the Company determines, in its reasonable judgment, that （i） the Company is in possession of material information that has not been disclosed to the public and the Company

28、reasonably determines that it would be significantly detrimental to the Company and its stockholders to disclose such information at such time in a registration statement or （ii） such registration and offering would interfere with any financing, acquisition, corporate reorganization or other materia

29、l transaction involving the Company or any of its affiliates and, in any such case, the Company promptly gives _ written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay. _ agrees that, upon receipt of any

30、 such written notice, he will forthwith discontinue disposition of any Shares until he receives notice in writing from the Company that the use of the prospectus may be resumed. The Company shall furnish to _ promptly after the date when the registration statement becomes effective such number of pr

31、ospectuses as may be needed in order to facilitate the public sale of the Shares. _ shall furnish to the Company such information regarding _ and the distribution of the Shares as the Company may from time to time reasonably request in order to comply with the Securities Act. （b） In the event that the aggregate proceeds （after reasonable and customary brokerage commissions） from the sale of Shares by _ to the public prior to the one year anniversary of the Effective Date plus the market value （based on the average closing price of the Common Stock （as reported on