英文合同解读--(二十六)股权转让协议.doc

英文合同解读--(二十六)股权转让协议 分类 有限责任公司，股份有限公司，外商投资公司 发文日期 2009-08-17 作者 王辉 正文内容:　　THIS AGREEMENT dated as of April 30, 2003 among The Wackenhut Corporation, a Florida corporation (“Wackenhut”), Tuhnekcaw, Inc., a Delaware corporation and a　wholly?owned subsidiary of Wackenhut (“TUHNEKCAW”), Group 4 Falck A/S, a　corporation organized under the laws of Denmark (“GROUP 4 FALCK” and, together　with Wackenhut and Tuhnekcaw, the “SELLERS”), and Wackenhut Corrections Corporation, a Florida corporation (the “PURCHASER”). Wackenhut, Tuhnekcaw, Group 4 Falck and the Purchaser are herein referred to individually as a “PARTY” and collectively as the “PARTIES.”　　WITNESSETH:　　WHEREAS, as of the date hereof, Tuhnekcaw owns of record, and Group 4 Falck and Wackenhut Beneficially Own, 12,000,000 shares of the Purchaser?s common stock, par value $.01 per share (the “COMMON STOCK”);　　WHEREAS, the Sellers desire to sell, and the Purchaser desires to purchase, all of the shares of the Purchaser?s Common Stock owned by the Sellers on the terms and subject to the conditions set forth in this Agreement;　　WHEREAS, the Board of Directors of the Purchaser (the “BOARD”), at a meeting duly called and held upon the recommendation of an Independent Committee of the Board (the “INDEPENDENT COMMITTEE”), has adopted a resolution authorizing this Agreement　　 and the transactions contemplated hereby; and　　WHEREAS, the Independent Committee has received an opinion dated April 30, 2003, from Legg Mason Wood Walker, Incorporated, the financial advisor to the Independent Committee, that the consideration being paid in connection with the transactions contemplated by this Agreement is fair from a financial point of view to all holders of the Purchaser?s Common Stock other than the Sellers.　　NOW, THEREFORE, the Parties hereto agree as follows:　　这是一个股权转让协议，作为前言部分，也就是开场白，介绍了合同的主体（卖方为三方，分别是Wackenhut、Tuhnekcaw和GROUP 4 FALCK，买方为Wackenhut Corrections Corporation）、签约时间以及背景情况，值得注意的是，这里摒弃了常见的关于合同对价（cons