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AGREEMENT __________ For sale and purchase of shares of ____________ Limassol, Cyprus March __, 2012 The legal

l entity organized under legislation of the Republic of Cyprus: Limited Liability Company _______________, registration ___________, registered address: _______________, hereinafter is referred to as the Seller, represented by the Director __________________, acting on the basis of the Charter, on the one hand and The legal entity organized under legislation of the Republic of Cyprus: Limited Liability Company _______________, registration ___________, registered address: _______________, hereinafter is referred to as the Seller, represented by the Director __________________, acting on the basis of the Charter, hereinafter referred to as the Buyer on the other hand, jointly are referred to as the Parties, concluded the following Agreement: 1. THE SUBJECT MATTER OF AGREEMENT 1.1. The Seller promises to transfer to the possession of the Buyer ordinary nominal paperless shares of the _______________________ (the Company) in the amount of _____ (________) pieces, nominal value ____ (____________) EURO per share, which is ______ percents of voting shares of the Companys Share Capital,; and the Buyer on the terms and conditions of the present Agreement is obliged to accept and pay for the indicated Shares.

1.2. The buyer pays for the shares in the amount of ____ pieces at the rate of ____ (_____________) EURO per share, with total value of __________ (___________________) EURO. 1.3.The term for effecting the payment for shares shall not exceed __ months since the date of signing the present Agreement. 1.4. The Seller guarantees that the Shares to be transferred under the present Agreement are in his lawful possession and are free of any obligations, liens, are not under arrest, are free of any third-party rights and obligations. 1.5. The ownership for the shares being transferred under the present Agreement passes to the Buyer precisely at the moment of signing the Deed of Conveyance to the present Agreement. 2. THE PARTIES OBLIGATIONS 2.1. The Seller is obliged: 2.1.1. To transfer ownership for the Shares to the Buyer on terms and conditions set forth herein. 2.1.2. Not to execute any actions in respect of alienation, encumbrance or transfer of the shares ownership to the third parties until the ownership for the shares is transferred to the Buyer under the present Agreement. 2.1.3. To present to the Buyer documents certifying the right and the authority of the Seller and its representative to sell shares indicated in cl. 1.1 of the Agreement on the terms and conditions stipulated by the Agreement. 2.2. The Buyer is obliged: 2.2.1. To accept and pay for the shares within the term indicated in cl. 1.3. of the present Agreement.

3. THE PARTIES RESPONSIBILITY 3.1. For non-fulfillment or improper fulfillment of obligations under present Agreement, the Parties are held responsible in accordance with operating legislation of the Russian Federation. 4. DISPUTES RESOLVING 4.1. The Parties shall try to settle all the disputes and controversies arising from the present Agreement or in connection with it by means of negotiations. 4.2. In case the Parties will fail to reach consent, disputes shall be settled in accordance with operating legislation of the Russian Federation. 5. THE AGREEMENT VALIDITY TERM 5.1. The Agreement comes into force at the moment of its signing and remains in force till fulfillment by the Parties of their contractual obligations. 5.2. The present Agreement can be canceled on the grounds stipulated by the legislation of the Russian Federation or by mutual consent of the Parties. In the latest case termination of the Agreement shall be executed by the written consent of the Parties. 5.3. Unilateral disclaimer of obligations under present Agreement is not allowed.

6. ADDITIONAL TERMS 6.1. The Agreement is made in three (2) originals having equal legal force, one copy for each Party. 6.2. All alterations and amendments to the present Agreement form an integral part of it and are effective if they are executed in written form and are signed by each Party.

7. REQUISITES AND SIGNATURES OF THE PARTIES

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