Erconovaal Sample Clauses

Erconovaal. 98 As noted above, the ‘third party’ contract in this case was concluded with a subsidiary of the grantor, incorporated for the purpose of acquiring all the grantor company’s assets and liabilities in South Africa. The court held that such transfer of the assets was a sale which triggered the right of pre-emption, even though the contract made special provision for payment in the form of ordinary shares in the subsidiary equal to the net book value of the assets and liabilities taken over. The court held that the pre-emption holder could exercise his right to buy the pre-emption property at the book value placed on it on the basis that ‘[i]f the grantor of the rights chooses to accept satisfaction of money in a form which is impossible for the grantee to match, he cannot complain if the grantee offers him the cash for which he stipulated in the bargain’. As argued before, the transaction involved should rather be regarded as a non-arm’s length transfer in the form of a company restructuring which should not trigger the right of pre- emption at all, and it should therefore not carry much weight in the present context. ▇▇▇▇▇ J of the Transvaal Provincial Division in the unreported case of 98 Supra note 40. Golden Lions Rugby Union v Venter99 took a stricter approach by apparently requiring an exact duplicate of the third party offer. The case concerned the Golden Lions Rugby Union’s right of first refusal to conclude a new employment contract with ▇▇▇▇▇▇, a rugby player, after expiry of his fixed term contract. The court implicitly held that the exercise of the right of first refusal was precluded by the inclusion of unique terms in an employment contract subsequently concluded between Venter and the Natal Rugby Union. The court held that the Golden Lions Rugby Union could not match the terms offered by the Natal Rugby Union in respect of the living, training and working environment of the player. In this regard, the court held that an exercise programme which includes training on the beach and swimming in the sea could not be matched by the Golden Lions Rugby Union and that the latter Union could not supply coaching by the same coaches employed by the third party club. Another case which reflects a strict matching approach is Soteriou v Retco Poyntons (Pty) Ltd.100 The majority stated obiter that, to use the Oryx mechanism,101 the holder must be able to ‘step into the shoes of the third party’, and suggested that this applies even in respect of the use to which...