TRANSFER AND CHANGE OF CONTROL AGREEMENTChange of Control Agreement |
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Exhibit 10.1 transfer and change of control Agreement
THIS TRANSFER AND CHANGE OF CONTROL AGREEMENT (this “ Agreement ” ) is made effective as of the 17 th day of February, 2009, by and among Mr. Ming Lei (hereinafter referred to as "Affiliate”), and Ms. Wanwen Su (hereinafter referred to as “Ms. Su”).
PRELIMINARY STATEMENTS
NOW, THEREFORE , in consideration of the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Affiliate and Ms. Su do hereby agree as follows:
ARTICLE I
Change of Control and Transfer of the Preferred Stock
Section 1.01. Change of Control . On the Closing Date and upon the terms and subject to the conditions set forth herein, the Affiliate shall cause the following events to occur:
Section 1.02. Nominee Directors . Prior to the closing Ms. Su shall provide Affiliate with the name or names of Directors to be appointed to the Board of Directors of CIHS.
Section 1.03. Resignation as Officer and Director. Concurrent with Closing, Affiliate shall deliver a resignation, wherein Affiliate resigns Affiliates position as both an Officer and Director of CIHS.
Section 1.03. Time and Place of Closing . Subject to the satisfaction or waiver of the conditions herein, the closing (the “ Closing ” ) of the transactions contemplated by this Agreement shall take place on or before February 20, 2009 or at such time, date or place as Affiliate and Ms. Su may agree in writing. In the event the transaction as contemplated by this Agreement has not occurred by February 20, 2009, or there is not a specific written agreement by the parties extending such time, then in that event such transaction shall immediately terminate and this Agreement shall become null and void and of no further force or effect.
Section 1.04. Delivery of the Preferred Stock; Delivery of Closing Documents; Payment of Transactional Fees . At Closing:
ARTICLE II
Representations and Warranties of Affiliate and CIHS
Subject to all of the terms, conditions and provisions of this Agreement, the Affiliate and CIHS hereby represent and warrant to Ms. Su, as of the date hereof and as of the Closing, as follows:
Section 2.01. Organization and Qualification . CIHS is a Nevada corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. CIHS has all requisite power and authority, corporate or otherwise, to own, lease and operate its assets and properties and to carry on its business as now being conducted. CIHS does not have any subsidiaries or predecessor corporations.
Section 2.02. Capitalization of CIHS; Title to the Preferred Stock . There are 250,000,000 shares of common stock authorized of CIHS, of which 48,591,809 shares of common stock are issued and outstanding, $0.0001 par value per share. There are 5,000,000 shares of preferred stock authorized of CIHS, of which 3,295,000 shares if preferred stock are issued and outstanding. All of the outstanding shares of common stock have been duly authorized and validly issued, are fully paid and nonassessable and are free of preemptive rights. The Preferred Stock transferred by the Affiliate to Ms. Su will be restricted stock pursuant to Rule 144, and will be free and clear of liens. There are no outstanding or authorized subscriptions, options, warrants, calls, rights or other similar contracts, including rights of conversion or exchange under any outstanding debt or equity security or other contract, to which any of the Preferred Stock will be subject or obligating the Affiliate and/or CIHS to issue, deliver or sell, or cause to be issued, delivered or sold, any other shares of capital stock of CIHS or any other debt or equity securities convertible into or evidencing the right to subscribe for any such shares of capital stock or obligating the Affiliate and/or CIHS to grant, extend or enter into any such contract. There are no voting trusts, proxies or other contracts to which Affiliate and/or CIHS are a party or are bound with respect to the voting of any shares of capital stock of CIHS. The Affiliate has full legal right to sell, assign and transfer the Preferred Stock to Ms. Su and will, upon payment for the Preferred Stock and delivery to Ms. Su a certificate or certificates representing the Preferred Stock, transfer good and indefeasible title to the Preferred Stock to Ms. Su, free and clear of liens.
Section 2.03. Authority . The Affiliate and CIHS have all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The Affiliate and CIHS have duly and validly executed and delivered this Agreement and will, on or prior to the Closing, execute, such other documents as may be required hereunder and, assuming the due authorization, execution and delivery of this Agreement by the parties hereto and thereto, this Agreement constitutes, the legal, valid and binding obligation of the Affiliate and CIHS, as applicable, enforceable against the Affiliate and CIHS, as applicable, in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles.
Section 2.04. No Conflict . The execution and delivery by the Affiliate and CIHS of this Agreement and the consummation of the transactions contemplated hereby and thereby, do not and will not, by the lapse of time, the giving of notice or otherwise: (a) constitute a violation of any law; (b) constitute a breach or violation of any provision contained in the Articles of Incorporation or Bylaws of CIHS; (c) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which the Affiliate and/or CIHS are a party; or (d) result in or require the creation of any lien upon the Preferred Stock.
Section 2.05. Consents and Approvals . No governmental approvals and no notifications, filings or registrations to or with any governmental authority or any other person is or will be necessary for the valid execution and delivery by the Affiliate and/or CIHS of this Agreement or the consummation of the transactions contemplated hereby or thereby, or the enforceability hereof or thereof, other than those which have been obtained or made and are in full force and effect.
Section 2.06. Litigation . There are no claims pending or, to the knowledge of the Affiliate and CIHS, threatened against or affecting CIHS or any of its assets and properties before or by any governmental authority or any other person. The Affiliate and CIHS have no knowledge of the basis for any claim, which alone or in the aggregate: (a) could reasonably be expected to result in any liability with respect to CIHS; or (b) seeks to restrain or enjoin the execution and delivery of this Agreement or the consummation of any of the transactions contemplated hereby or thereby. There are no judgments or outstanding orders, injunctions, decrees, stipulations or awards against CIHS or any of its assets and properties.
Section 2.07. Brokers, Finders and Financial Advisors . No broker, finder or financial advisor has acted for Affiliate in connection with this Agreement or the transactions contemplated hereby or thereby, and no broker, finder or financial advisor is entitled to any broker’s, finder’s or financial advisor’s fee or other commission in respect thereof based in any way on any contract with Affiliate. Affiliate acknowledges the fees to be paid to financial advisors pursuant to Section 3.05 herein below.
Section 2.08. Disclosure . To the best of the Affiliate’s and CIHS’s knowledge, the schedules, documents, exhibits, reports, certificates and other written statements and information furnished by or on behalf of Affiliate and/or CIHS to Ms. Su do not contain any material misstatement of fact or omit any material facts. Affiliate and CIHS have not withheld any fact known to them which has or is reasonably likely to have a material adverse effect with respect to CIHS.
Section 2.09. Ownership . The Affiliate represents and warrants that Affiliate owns 2,636,000 shares of Preferred Stock of CIHS that are subject to this Agreement.
ARTICLE III
Representations and Warranties of Ms. Su
Subject to all of the terms, conditions and provisions of this Agreement, Ms. Su hereby represents and warrants to the Affiliate, as of the date hereof and as of the Closing, as follows:
Section 3.01. Authority . Ms. Su has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. Ms. Su has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery of this Agreement by the other parties hereto and thereto, this Agreement constitutes the legal, valid and binding obligation of Ms. Su, enforceable against Ms. Su in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles.
Section 3.02. No Conflict . The execution a |
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