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Share Vesting
Share Vesting
1.5 Words in the singular include the plural and in the plural include the singular.
1.6 Unless the context otherwise requires, a reference to one gender shall include a
reference to the other genders.
2 Sale of Shares
2.1 Subject to the terms and conditions of this agreement, on the Purchase Date,
the Company will issue and sell to the Purchaser, and the Purchaser agrees to
purchase from the Company, XXX Shares for the Aggregate Purchase Price.
2.2 On the Purchase Date, Purchaser will deliver the Aggregate Purchase Price to
the Company by electronic transfer or cheque and the Company will enter the
Shares in Purchaser's name as of such date in the register of members of the
Company.
2.3 The Company will deliver to Purchaser a share certificate in respect of the
Shares as soon as practicable following such date.
3 Share restrictions
3.1 In addition to the restrictions set forth in the articles of association of the
Company and the Shareholders' Agreement, the Purchaser shall not assign,
encumber or dispose of any interest in the Shares except to the extent permitted
by, and in compliance with the provisions below and applicable laws.
3.2 Repurchase Option
XXX
Provided, however, that such scheduled releases from the Repurchase Option
shall immediately cease as of the Termination Date, or the date immediately
prior to a Change of Control or IPO (whichever is earlier). Fractional shares shall
be rounded to the nearest whole share.
3.4 Acceleration
This agreement and any dispute or claim arising out of or in connection with it or
its subject matter or formation (including non-contractual disputes or claims)
shall be governed by and construed in accordance with the law of Hong Kong.
This agreement has been entered into on the date stated at the beginning of it.
FOR VALUE RECEIVED, the undersigned (Holder) hereby sells, assigns and transfers
unto __________________________________(Transferee) Preferred shares in
the capital of XXX, a Hong Kong incorporated company with company number XXX
(Company), standing in Holder's name in the register of members of the Company,
whether held in certificated or uncertificated form, and does hereby irrevocably constitute
and appoint _________________________________to transfer said shares with full
power of substitution in the premises.
Date: _______________________.
HOLDER:
_____________________________
(PRINT NAME)
By _____________________________
(Signature)
Name: ______________________________
Title: ______________________________
Address: ______________________________
Email: ______________________________
This Share Power may only be used as authorized by the Restricted Shares Purchase
Agreement between the Holder and the Company, dated
______________________________ and the exhibits thereto (Agreement).
Instructions: Please do not fill in any blanks other than the signature line. The purpose of
this assignment is to enable the Company to exercise its repurchase option set forth in the
Agreement without requiring additional signatures on the part of Holder.
_______________________________
XXX
Director
_______________________________
XXX
Purchaser