achievementdocx.docx

1、achievementdocxachievementSTOCK PURCHASE AGREEMENT AMONG: AAA CORPORATION, BBB, CCC, INC., THE SHAREHOLDERS OF BBB AND THE SHAREHOLDERS OF CCC, INC. _ Dated as of _,_,_(M,D,Y)1. DESCRIPTION OF TRANSACTION1.1 Sale and Purchase of Shares1.2 Effectiveness of the Sale and Assignment1.3 Deliveries1.4 Gov

2、erning Documents1.5 Initial Purchase Price1.6 Additional Purchase Price1.7 Further Action2. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS2.1 Due Organization; Subsidiaries; Etc.2.2 Charter Documents; Records2.3 Capitalization, Etc.2.4 Financial Statements2.5 Absence of Changes2.6 Title to Asset

3、s2.7 Bank Accounts; Receivables; Customers2.8 Equipment; Leasehold2.9 Proprietary Assets2.10 Contracts2.11 Liabilities2.12 Compliance with Legal Requirements2.13 Governmental Authorizations2.14 Tax and Social Security Filings2.15 Employee and Labor Matters; Benefit Plans2.16 Environmental Matters2.1

4、7 Sale of Products; Performance of Services2.18 Insurance2.19 Related Party Transactions2.20 Legal Proceedings; Orders2.21 Authority; Binding Nature of Agreement2.22 Non-Contravention; Consents2.23 No Brokers2.24 Elimination of Certain Pension Liabilities2.25 Payments to Shareholders2.26 General Rel

5、ease2.27 Full Disclosure3. REPRESENTATIONS AND WARRANTIES OF PURCHASER3.1 Authority; Binding Nature of Agreement3.2 Legal Proceedings3.3 Non-Contravention; Consents3.4 No Brokers3.5 Full Disclosure4. INDEMNIFICATION, ETC.4.1 Survival of Representations, Etc.4.2 Indemnification; Setoff4.3 Procedure f

6、or Claims4.4 Threshold; Ceiling4.5 No Contribution4.6 Defense of Third Party Claims5. TAX AND OTHER INDEMNIFICATION5.1 General5.2 Limitation Period5.3 Notice of Audits; Cooperation5.4 Payments6. PROPRIETARY INFORMATION, NONCOMPETITION AND OTHER COVENANTS6.1 Acknowledgements6.2 No Use of Confidential

7、 Information6.3 Covenants Not to Compete6.4 Rights and Remedies6.5 Other Covenants7. MISCELLANEOUS PROVISIONS7.1 Shareholders Agent7.2 Further Assurances7.3 Fees and Expenses7.4 Recovery of Litigation Costs7.5 Notices7.6 Confidentiality7.7 Headings7.8 Governing Law; Venue7.9 Successors and Assigns7.

8、10 Waiver7.11 Amendments7.12 Severability7.13 Parties in Interest7.14 Entire Agreement7.15 Construction7.16 Remedies Cumulative; Specific Performance7.17 CounterpartsAGREEMENT, dated as of _,_,_(M,D,Y), by and between AAA CORPORATION, a _(Placename) corporation (Purchaser), BBB, a private company wi

9、th limited liability under the laws of the _(Country) (BBB), CCC, INC., a _(Placename) corporation (CCC) and the SHAREHOLDERS OF BBB AND CCC (the Shareholders). BBB and CCC are collectively referred to as the Companies. Certain capitalized terms used in this Agreement are defined in Exhibit A.RECITA

10、LSA.The parties desire to effect a sale of 100% of the outstanding capital stock of BBB (BBB Capital Stock) and 100% of the outstanding capital stock of CCC (CCC Capital Stock) by the Shareholders to Purchaser, as described in the following table:BBB CCCCapital Stock Owned Capital Stock OwnedShareho

11、lder Name and to be Sold and to be Sold_(Name) _ A Shares _ Shares_(Name) _ B Shares _ Shares_(Name) _ Shares _ Shares_(Name) _ B Shares _ SharesTotals _ Shares _ SharesB.This Agreement has been adopted and approved by (1) the board of directors of Purchaser, (2) the managing directors of BBB, and (

12、3) the board of directors of CCC, in each case as required by applicable law.AGREEMENTThe parties to this Agreement, intending to be legally bound, agree as follows:1. DESCRIPTION OF TRANSACTION.1.1 Sale and Purchase of Shares. Upon the terms and subject to the conditions set forth in this Agreement

13、, immediately upon execution of this Agreement (the Effective Time), the Shareholders shall sell and assign the shares of BBB Capital Stock and the shares of CCC Capital Stock set forth in the table contained in Recital A of this Agreement to Purchaser (the Purchase). All such shares are collectivel

14、y referred to as the Shares. Each of the Shareholders consents to the sale and assignment of the Shares held by each of the other Shareholders. Purchaser accepts the sale and assignment of the Shares.1.2 Effectiveness of the Sale and Assignment. The sale and assignment shall become effective upon pa

15、yment of the purchase price as provided for in Section 1.5.1.3 Deliveries. At the Effective Time:(a) Each of the Shareholders will transfer the BBB Capital Stock owned by him to Purchaser through the due execution of a notarial deed in front of a civil law notary practicing in the _(Country) in the

16、form of Exhibit B, and the Shareholders shall deliver to Purchaser the shareholders register of BBB, evidencing the transfer of the BBB Capital Stock from the Shareholders to Purchaser effective as of the Effective Time;(b) Each of the Shareholders will transfer the CCC Capital Stock owned by him to

17、 Purchaser through the due execution of a notarized stock assignment in the form of Exhibit C, and the Shareholders shall deliver to Purchaser the stock book and share register of CCC, evidencing the transfer of the CCC Capital Stock from the Shareholders to Purchaser effective as of the Effective T

18、ime;(c) Subject to applicable Legal Requirements, promptly after being requested to do so by Purchaser after the Effective Time, the officers and directors, including managing directors, of each of the Companies shall resign from each of their positions at each of the Companies to the extent request

19、ed by Purchaser and shall cause each employment, consulting or similar agreement between any of the Shareholders and any of the Companies to be terminated, and to that effect each of them shall deliver to counsel to Purchaser resignation letters and termination agreements in form and substance satis

20、factory to counsel to Purchaser;(d) Purchaser shall make the cash payments specified in Section 1.5 by wire transfer;(e) Each of the Shareholders shall execute and deliver a General Release, as described in Section 2.26; and(f) Each of the Shareholders shall deliver a Spousal Consent, in the form fo

21、llowing the signature pages of this Agreement, duly executed by his spouse.1.4 Governing Documents. The charter and other governing documents of BBB and CCC shall be amended and restated as of the Effective Time in the manner specified by Purchaser; provided, however, that if such amendment or resta

22、tement specified by Purchaser is for any reason rejected or rendered ineffective by a Governmental Body, none of the obligations to pay any of the amounts payable pursuant to Section 1.5 and 1.6 shall in any way be affected thereby.1.5 Initial Purchase Price.(a) The initial aggregate purchase price

23、payable by Purchaser for the Shares at the Effective Time shall be USD _. The initial aggregate purchase price is allocated among the Shareholders as follows:(1) _(Name), USD _;(2) _(Name) and _(Name), jointly, USD 4_; and(3) _(Name), USD _.(b) Such purchase price will be paid as follows:(1) USD _ t

24、o ING Bank, for the benefit of Jean- Pierre Chervet;(2) USD _ to United Bank of Switzerland, for the benefit of _(Name) and _(Name), jointly; and(3) USD _ to ING Bank, for the benefit of _(Name).1.6 Additional Purchase Price.(a) Subject to achievement by the Companies of target Turnover amounts show

25、n below for the year indicated and the limitations set forth in this Section 1.6, Purchaser shall pay the following additional amounts to the Shareholders within 30 days after the following dates as additional consideration for the sale and assignment of the Shares:Year Ending Target _(NAME) _(NAME)

26、 _(NAME) TotalTurnover PaymentAmount (_ %) (_ %) (_ %)_ _ _ _ _ _ _ _ _ _ _Totals USD _ USD _(b) Notwithstanding the foregoing, the obligation of Purchaser to make the payments contemplated by this Section 1.6 shall be subject to any right of setoff that Purchaser may be entitled to exercise (pursua

27、nt to Section 4.2 or otherwise).(c) The right to receive the payments set forth in Section 1.6(a)shall be cumulative 1 as illustrated in this Section.6(c).(1) The amount by which the Turnover Amount for a particular year exceeds the relevant target Turnover Amount for such year shall be carried forw

28、ard and applied toward the target Turnover Amount for the following year. For example, if the Turnover Amount for the year ending _,_,_(M,D,Y) is USD _, USD _ will be carried forward to the year ending _,_,_(M,D,Y) so that if the actual Turnover Amount for such year is USD _ or greater, the payment

29、for such year will be earned.(2) If the Turnover Amount for a particular year is less than the relevant target Turnover Amount for such year, the total Turnover Amount shall be carried forward and applied toward the target Turnover Amount for the following year. For example, if the Turnover Amount f

30、or the year ending _,_,_(M,D,Y) is USD _, USD _ will be carried forward and applied toward the target Turnover Amount for the following year.(3) If the cumulative Turnover Amount achieved from _,_,_(M,D,Y) through _,_(M,D) of a given year is equal to exceeds the sum of the target Turnover Amounts for such years, Purchaser will make the total payments required for all such years to the extent not