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ARTICLE II
PURPOSE
In consideration of the representations of Seller contained herein, Seller sells, assigns and
transfers to Buyer and the latter acquires from Seller the aggregate number of shares but not
less than the aggregate number of the Sold Shares.
ARTICLE III
PRICE – FORM OF PAYMENT
Section 3.1. Price of the Sold Shares
The price of the Sold Shares is ______________ United States Dollars (U.S. $ _______)
(the “Price”).
Section 3.2. Payment of the Price
A. The Price shall be paid by Buyer to Seller as follows:
(i)
the amount of _________United States Dollars; and
(ii)
the amount of __________United States Dollars. Or whatever amount it finally
results from the application of Article VII, on **. The balance of the price set
shall accrue an annual interest equal to the LIBOR rate plus two percent (2%)
from the Execution Date to the date of actual payment of the balance.
B. The above referred payments shall be made to Seller in the bank accounts to be
determined by Seller with sufficient prior notice on Buyer, net of all the respective
charges or expenses incurred by reason of the respective bank transfers.
ARTICLE IV
SELLER´S REPRESENTATIONS AND WARRANTIES VIS-A-VIS CDS
In order to encourage Buyer to enter into this Agreement and carry out the transactions set
forth herein, Seller grants the following representations and warranties vis-a-vis the
Company.
Section 4.1. CDS´ corporate organization and status.
CDS is a duly organized and validly existing corporation, registered in accordance with the
laws of the Argentine Republic, with full legal capacity to assume liabilities, operate and
dispose of its assets and conduct its business in the way and places where it has been
operating, with the due national, provincial and/or municipal permits and authorizations.
Section 4.2. CDS´ Corporate Capital. Shareholders´ rights
A.
As of the Execution Date, the corporate capital of CDS amounts to ___________
Pesos ($ ____________ ), according to its corporate By-laws and the amendments
made as of the Execution Date, whether registered or not, which are attached as
Annex 4.2.A. hereto.
B.
The aggregate corporate capital of CDS has been duly and validly issued and it is
free from any lien, encumbrance or limitation whatsoever.
C.
The corporate capital of CDS is represented by ________ ( ______ ) common,
single vote shares having a par value of one (1) Peso each.
D.
There are no options, rights, commitments, preemptive rights or Covenants of any
nature whatsoever for the issuance or sale by CDS of the shares or other titles
convertible into shares. No Person has a know legal claim against CDS based on the
allegation that any issuance, exchange, subscription, cancellation, depreciation or
redemption of CDS´ capital carried out by CDS has not complied with or does not
comply with all applicable Covenants and Laws or that all taxes thereon have not
been paid.
E.
There are no voting trusts, voting agreements, powers of attorney or other
Covenants in relation to the exercise of the voting right of part or all the Shares.
F.
There are no revocable or irrevocable contributions pending capitalization in CDS
by Seller or by any person whatsoever.
G.
As of the date hereof, Seller does not owe MT any amount of money, under any
heading, for any cause or reason.2
Section 4.3. Subsidiaries or equity interest
CDS does not possess or have any direct or indirect interest or control in any company,
subsidiary, joint venture or any other entity of any kind. 3
Section 4.4. Transactions with Persons related to Seller
CDS does not owe any amount of money whatsoever to Seller, CDS´ shareholders or
directors or to any company or Person controlled or associated with Seller or CDS, save for
those specified in Annex 4.4. hereto, which shall be cancelled within the ______ (___ )
days counted as from the Execution Date. 4
ARTICLE V
CLOSING
Seller hereby delivers to Buyer:
a)
the share certificates representing the Sold Shares.
b)
a notice whereby Seller requests the Company to register the transfer of the Sold
Shares, in favor of Buyer, in its corporate books in compliance with the provisions
of Section 215 of the Company Law; and
ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF THE PARTIES
Each Party represents and warrants the other party that:
Section 6.1. Authority – Incorporation
A. It is a Person fully empowered to carry out transactions as the one herein.
B. Compañía del Sur S.A. is a duly incorporated company validly existing and in full force
and effect under the laws of the jurisdiction of incorporation and has all the required
powers and authority to possess or lease its assets and to conduct its business as it is
currently conducting and intends to conduct them.
C. Distacom ** is a duly incorporated company validly existing and in full force and effect
under the laws of the jurisdiction of its incorporation and has all the required powers
and authority to possess or lease its assets and conduct its business as it is currently
conducting and intends to conduct them.
D. The execution of this Agreement and the consummation of the transactions set forth
herein have been duly authorized by means of all the Required Acts, and no other act or
procedure, whether corporate or of any other kind, is necessary to authorize the
execution of this Agreement or the consummation of any of the transactions set forth
herein.
Section 6.2. Non-existence of violation
A. The execution and performance of this Agreement and the transactions set forth herein
neither violate nor are in conflict or entail a breach or termination of, or grant any other
Person, in any other manner the right to hasten, renegotiate, terminate o rescind any
payment nor constitute a default or event of default (nor a fact that, by the service of
notice, the passing of time or both, may constitute a default or event of default) under
the terms and conditions of, or result in the imposition of any lien granting the right to
retain property under (i) any agreement or permit to which Buyer or Seller are part or
by virtue whereof any of the parties or any of its assets or business are subject to liens
or encumbrances; ii) their incorporation papers, or (iii) any applicable law.
B. This Agreement is valid and binding for each of the Parties and, in accordance with the
terms and conditions hereof, it may be enforced against such Party. Every agreement,
document or any other instrument issued and delivered by virtue of this Agreement has
been duly issued and delivered and it constitutes a valid and binding obligation,
enforceable against such Party in accordance with the terms and conditions thereof.
C. No consent, waiver, approval, authorization, exemption, registration, license or
representation by such Party is required in connection with (i) the execution,
performance or enforceability of this Agreement or (ii) the consummation of any of the
transactions set forth herein.
ARTICLE VII
INDEMNIFICATIONS
Section 7.1. Indemnifications by Buyer
A.
Seller agrees to indemnify and hold Buyer harmless for any damage, Liabilities,
penalties, sanctions, costs or expenses (including, without implying any limitation,
reasonable attorneys´ fees), of any kind or nature (whether or not arising from third
parties claims) incurred or sustained by Buyer, originated in or based on any of the
following:
a) fraud, negligence, misrepresentations or deliberate, willful or negligent default
by Buyer in connection with any of the representations, manifestations,
warranties or obligations by virtue of this Agreement or any Annex or the
omission to make representations and manifestations which may have an
Significant Adverse Effect on CDS´ legal, accounting, economic or financial
condition; and
b) any liability, claim, contingency, obligation and/or debt of CDS for taxes social
security dues and contributions arising from events or transactions occurring
prior to the Execution Date.
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