STOCK OPTION AGREEMENT
This Agreement, dated as of October 15, 1996, is made by and between
PEPSI-COLA PUERTO RICO BOTTLING COMPANY, a corporation organized and
existing under the laws of the State of Delaware (hereinafter the
"Company"), and XXXXXX XXX, of legal age, married, President of the Company
and a resident of San Xxxx, Puerto Rico (hereinafter the "Optionee").
W I T N E S S E T H
WHEREAS, Optionee, in his capacity as President of the Company,
provided executive, management and other professional services to the
Company; and
WHEREAS, the Company desires to afford Optionee the opportunity to
subscribe shares of Class B common stock of the Company; and
WHEREAS, the Board of Directors of the Company (the "Board of
Directors") in a duly convened meeting, has determined that it would be in
the best interest of the Company and its shareholders to grant the option
provided for herein to Optionee to give optionee an additional incentive to
further the business success of the Company.
NOW, THEREFORE, in consideration of the premises, the mutual covenants
contained herein, and for other good and valuable consideration, receipt of
which is hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01 CERTAIN DEFINITIONS. Whenever the following terms are
used in this Agreement, they shall have the respective meanings specified
below unless the context clearly indicates the contrary.
(a) "Class B Shares" shall mean the shares of Class B common stock of
the Company, at anytime issued and outstanding, having a par value of $0.01
and having one (1) vote per share.
(b) "Option" shall mean the option to subscribe Option Shares (as
hereinafter defined) granted under this Agreement.
(c) "Person" shall mean an individual or corporation, partnership,
trust, incorporated or unincorporated association, joint venture, joint
stock company, government (or any agency or political subdivision thereof)
or other entity of any kind.
(d) "Successor Entity" shall mean any corporation or other Person or
entity which acquires or succeeds to the business of the Company, whether
by way of merger, consolidation, sale of assets, another business
combination, or otherwise.
ARTICLE II
GRANT OF OPTION
SECTION 2.01. GRANT OF OPTION. For purposes of giving Optionee
additional incentive in furthering the business success of the Company, the
Company hereby irrevocably grants to Optionee the option to subscribe up to
such amount of Class B Shares of the Company equal to One Million Five
Hundred Sixteen Thousand Six Hundred Sixty Seven (1,516,667) Class B Shares
(the "Option Shares") in whole or in part, on such terms and conditions as
set forth in this Agreement.
SECTION 2.02. PURCHASE PRICE. The purchase price of each Option
Share payable by Optionee upon exercise of the Option shall be Five Dollars
($5.00) per Class B Share (the "Purchase Price").
SECTION 2.03. ADJUSTMENTS IN OPTION. (a) In the event that the
aggregate number of Class B Shares of the Company is changed into or
exchanged for a different number, class or kind of shares of the Company or
other securities of the Company or of a Successor Entity by reason of
merger, consolidation, corporate reorganization, recapitalization,
reclassification, stock split, stock dividend, combination of shares, or
otherwise, the Board of Directors or the board of directors or governing
body of any Successor Entity, shall make, an appropriate and equitable
adjustment in the number and kind of Option Shares as to which the Option
is then yet unexercised to the effect that, after such event, the Option
Shares as to which the Option is then unexercised shall represent the same
ownership interest in the Company (or that part of a Successor Entity
which consists of the Company) represented immediately after such event as
such Option Shares represented immediately before such event. In no event
shall the Option Shares include any fractional share or part thereof. Any
fractions resulting from any such adjustment shall be rounded to the
nearest whole Class B Share. Any such adjustment made in accordance with
the terms of this Section 2.03 by the Board of Directors shall be
conclusive and shall bind Optionee, the Company, any Successor Entity or
any other interested Persons.
(b) In the event of any distribution to the shareholders of the
Company of any shares of Buenos Aires Embotelladora, S.A. ("BAESA")
beneficially owned by the Company, through its interest in Argentine
Bottling Associates, a Delaware general partnership, the Company shall deem
the Option Shares as issued for purposes of any such distribution, the
Company shall retain the shares of BAESA that would be distributed on
account of such Option Shares deemed issued, and thereupon Optionee shall
have the right Option shall automatically include the right to acquire,
without any adjustment to the Purchase Price, the shares of BAESA which
correspond to the Option Shares based on such distribution. The Option
Shares that may deemed issued hereunder and applicable to such BAESA shares
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and subject to the obligations of the Company as set forth above, shall
include any other class or kind of shares or other securities of BAESA or a
Successor Entity received by the Company in exchange for the BAESA Shares
by reason of merger, consolidation, corporate reorganization,
recapitalization, reclassification, stock split, stock dividend,
combination of shares or otherwise involving BAESA.
ARTICLE III
EXERCISE OF OPTION
SECTION 3.01. EXERCISE OF OPTION. The Option shall be unlimited in
duration and may be exercised in whole or in part until exercised in full
in accordance with the terms hereof.
SECTION 3.02. PERSONS ELIGIBLE TO EXERCISE. The Option granted
hereunder may only be exercised by Optionee, its successors or permitted
assigns, including without limiting the generality of the foregoing, the
estate of Optionee.
SECTION 3.03. PARTIAL EXERCISE. Subject to the restrictions of
Section 3.01, the Option may be exercised in whole or in part at any time.
SECTION 3.04. METHOD OF EXERCISE. Subject to the restrictions of
Section 3.01, the Option may be exercised in whole or in part, to the
extent not theretofore exercised, and by the delivery to the office of the
Board of Directors of all of the following:
(a) Notice in writing signed by Optionee or the other Person then
entitled to exercise the Option or such portion, stating that the Option or
such portion is hereby exercised;
(b) Full payment (in cash, wire transfer or by check) for the Option
Shares with respect to which the Option or such portion is exercised, at
the price calculated in accordance with Section 2.02 hereof; and
(c) In the event the Option shall be exercised in whole or in part
pursuant to Section 3.02 hereof by any Person or Persons other than
Optionee, appropriate proof of the right of such Person or Persons to
exercise the Option.
SECTION 3.05. ISSUANCE OF OPTION SHARES. The Option Shares, or any
part thereof, shall be Class B Shares which have been authorized but not
previously issued or subscribed. The Option Shares, when issued and
delivered pursuant to any exercise of the Option, shall be fully paid and
nonassessable, subject to all the terms and conditions of this Agreement.
SECTION 3.06. RIGHTS OF OPTIONEE. Optionee, as such, shall not be,
and not have any of the rights or privileges of a shareholder of the
Company in respect of any Option Shares unless and until such Option Shares
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shall have been subscribed by Optionee, and delivered by the Company to
Optionee in accordance with this Agreement.
ARTICLE IV
OPTIONEE'S REPRESENTATIONS, WARRANTIES AND COVENANTS
Optionee represents, warrants, and agrees with the Company as follows:
SECTION 4.01. REVIEW OF DOCUMENTS. Optionee has been granted access
to and has reviewed carefully copies of all annual and other periodic or
occasional financial reports of the Company prior to the date of this
Agreement and will review carefully all such reports and statements
hereafter as such shall be issued by the Company from time to time until
the Option shall have been exercised in full or shall have expired.
Optionee is entering into this Agreement and the transactions contemplated
hereby solely in reliance on Optionee's own investigation and review.
SECTION 4.02. ACQUISITION OF OPTION SHARES FOR OWN ACCOUNT. Optionee
will acquire the Option Shares, if at all, pursuant to this Agreement with
Optionee's own funds, and not with the funds of any other Person. The
Option Shares will be acquired, if at all, for Optionee's own account, not
as a nominee or agent and not for the account of any other Person. No
other Person will have any interest, beneficial or otherwise, in any of the
Option Shares, unless upon the assignment of any Options by Optionee to his
successors, heirs or legatees as herein set forth. Optionee is not
obligated to transfer any of the Option Shares or any interest therein to
any other Person nor has Optionee entered into any agreement or
understanding to transfer said Option Shares. Optionee will acquire the
Option Shares, if at all, for an indefinite period for investment purposes
only and not with a view to the sale or distribution by public or private
sale or other disposition, and does not have the intention of selling,
granting any participation in or otherwise distributing or disposing of any
or all of the Option Shares or any interest therein, except as herein
provided or by applicable securities laws. Optionee does not intend to
subdivide Optionee's acquisition of any Option Shares with any other
Person.
SECTION 4.03. NATURE OF OPTION SHARES. Optionee is (or will be at
the time of any acquisition of Option Shares) able to bear the economic
risk of any investment in Option Shares and is aware that it must be
prepared to hold any Option Shares received for an indefinite period of
time and that such Option Shares have not been registered under the
Securities Act of 1933, as amended.
SECTION 4.04. SOPHISTICATION OF OPTIONEE. Optionee has such
knowledge and experience in financial and business matters that Optionee is
capable of evaluating the merits and risks of the prospective investment by
Optionee contemplated by this Agreement and Optionee has carefully reviewed
and/or will carefully review all of the information regarding the Company,
access to which has been or will be provided to Optionee hereunder and
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Optionee is thoroughly familiar with the business, operations and
properties of the Company by virtue of such review and of Optionee's
relationship with the Company.
SECTION 4.05. AGREEMENT TO REFRAIN FROM RESALES. Without in any way
qualifying Optionee's representations delivered hereunder, Optionee further
agrees that upon exercise of its rights hereunder, Optionee shall in no
event make any disposition of all, or any part of, or interest in, the
Option Shares and that Optionee shall not encumber, pledge, hypothecate,
sell or otherwise transfer the Option Shares nor shall Optionee receive any
consideration for the Option Shares or for any interest therein from any
Person, and if Optionee intends to dispose of the Option Shares hereunder,
until prior to any proposed transfer, encumbrance, disposition, pledge,
hypothecation or sale of any of the Option Shares, either (a) a
registration statement on Form S-1 (or any other form replacing such form
or appropriate for such purpose) under the Act with respect to the Option
Shares proposed to be transferred or otherwise disposed of shall then be
effective, or (b) (i) Optionee shall have notified the Company of the
proposed disposition and shall have furnished the Company with a detailed
statement of the circumstances surrounding the proposed disposition, (ii)
Optionee shall have furnished the Company with an opinion of counsel in
form and substance satisfactory to the Company to the effect that such
disposition will not require the registration of any of the Option Shares
under the Act or qualification of the Option Shares under any other
securities law, and (iii) counsel for the Company shall have concurred with
such opinion of counsel and the Company shall have advised and given notice
to Optionee of such concurrence.
SECTION 4.06. OPTION SHARES CONSTITUTE "RESTRICTED SECURITIES". The
Option Shares, if and when subscribed, will constitute "restricted
securities, as such term is defined in Rule 144 of the Act, and
accordingly, the Option Shares must be held indefinitely, until
subsequently registered under the Act, an exception from such registration
is available or the Option Shares are resold in conformance with Rule 144.
Option Shares may be resold pursuant to Rule 144 under the Act only after
being held for two (2) years following payment by Optionee of the full
subscription price for all of the Option Shares which are proposed to be
resold by Optionee and thereafter only in conformance with the volume
requirements of Rule 144.
SECTION 4.07. OPTION NOT ASSIGNABLE. The Option herein granted to
Optionee may not be assigned or conveyed by Optionee to any Person or
Persons without the prior written consent of the Company, except to his
successors, permitted assigns, personal or legal representatives, heirs and
legatees, or as otherwise permitted hereunder.
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ARTICLE V
REGISTRATION RIGHTS
SECTION 5.01. COMPANY COMPLIANCE WITH CONDITIONS TO SALE OF
RESTRICTED SECURITIES. The Company will cooperate with the Optionee in
supplying such information as may be necessary for the Optionee to complete
and file any information reporting forms presently or hereafter required by
the Securities and Exchange Commission (the "SEC") as a condition to the
availability of an exemption from the Securities Act of 1933, as amended
(the "Act") for the sale of restricted securities.
SECTION 5.02. "PIGGYBACK" REGISTRATION. Whenever the Company
proposes to file under the Act a registration statement relating to the
issuance or sale of any of its shares of capital stock (other than a
registration statement (i) required to be filed in respect of employee
benefit plans of the Company on Form S-8 or any successor form from time to
time in effect, (ii) on Form S-4 or any successor form, (iii) with respect
to any dividend reinvestment plan of the Company, or (iv) pursuant to
Section 5.03), the Company shall at least 30 days prior to such filing give
effective written notice of such proposed filing to the Optionee. Upon
receipt by the Company not more than 15 days after such effective notice of
a written request from the Optionee for registration of Option Shares, the
Company shall (i) include in such registration statement or in a separate
registration statement concurrently filed, and use its best efforts to
cause such registration statement to become effective with respect to, the
Option Shares as to which Optionee requests registration, and (ii) if such
proposed registration is in connection with an underwritten offering, upon
request of Optionee cause the managing underwriter therefor to include in
such offering the Option Shares as to which the Optionee requests such
inclusion, on terms and conditions comparable to those of the other shares
to be offered, provided that the Company shall have the right to postpone
or withdraw any registration effected pursuant to this Section 5.02 without
any obligation to the Optionee.
SECTION 5.03. DEMAND REGISTRATION. Whenever Optionee shall make a
written request to the Company to register under the Act any Option Shares,
the Company within five days after such request is effective shall promptly
file a registration statement with respect to and use its best efforts to
register the Option Shares requested by Optionee to be registered.
SECTION 5.04. OTHER PROVISIONS RELATING TO REGISTRATION RIGHTS. In
connection with any registration pursuant to this Article:
(i) Upon the request of the Optionee, the Company will
cooperate with any underwriters (as defined in the Act) for the
Optionee, including, without limitation, providing such information,
certificates, comfort letters of accountants and opinions of counsel
as may be reasonably requested by such underwriters.
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(ii) The Company shall not be required to maintain the
effectiveness of any registration statement under Section 5.02 or 5.03
for a period in excess of six months or, in the case of an
underwritten offering, such longer period as may be required by the
Act to enable the underwriters to complete such offering.
(iii) The Company will furnish to the Optionee (i) at least
seven days prior to the filing thereof with the SEC, a copy of the
registration statement in the form in which the Company proposes to
file the same with the SEC and, not later than the effective date
thereof, a copy of any and all amendments to such registration
statement, (ii) within five days of the filing thereof with the SEC, a
copy of any and all post-effective amendments to such registration
statement, and (iii) at the request of Optionee and, in the case of a
registration pursuant to Section 5.03, the Holders' Managers (as
defined below), a reasonable number of copies of a preliminary
prospectus and a final prospectus (each of which shall, as of their
respective dates, comply with Section 10 of the Act and shall not, as
ofsuch dates, include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to
make the statements therein not misleading) covering the offering and
sale by the Optionee of the Option Shares to be covered thereby as
aforesaid.
(iv) The Company will advise the Optionee of the entry of
any stop order suspending the effectiveness of such registration
statement or of the initiation of any proceeding for that purpose,
and, if such stop order should be entered, use its best efforts
promptly to cause such stop order to be lifted or removed.
(v) For such period of time (not exceeding the maximum
period of time for which the Company is required to maintain the
effectiveness of such registration statement) as the Optionee may be
required by law to deliver a prospectus in connection with a sale of
any Option Shares pursuant to such registration statement, if any
event shall occur as a result of which it is necessary to amend or
supplement the prospectus forming a part of such registration
statement in order to correct an untrue statement of a material fact,
or an omission to state a material fact necessary to make the
statements therein, in the light of the circumstances existing when
such prospectus is delivered to a purchaser, not misleading, or if it
is necessary to amend or supplement such prospectus to comply with any
law, the Company will forthwith prepare and furnish to the Optionee
and, in the case of a registration pursuant to Section 5.03, the
Holders' Managers, a reasonable number of amended or supplemented
prospectuses so that statements in the prospectuses as so amended or
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supplemented will not, in the light of the circumstances then
existing, be misleading, or so that such prospectuses will comply with
law.
(vi) At any time prior to the filing of a registration
statement pursuant to Section 5.03, the Optionee may select an
investment banker or bankers (collectively, the "Holders' Managers")
which shall be satisfactory to the Company, and the offering pursuant
to such registration statement shall be made through the Holders'
Managers. The Company shall enter into an underwriting agreement in
customary form with the Holders' Managers. Such underwriting
agreement will contain indemnification and contribution provisions
substantially identical to those set forth in clauses (ix) and (x)
below or otherwise acceptable to the underwriters.
(vii) The Company will qualify, file or register the Option
Shares being registered under the securities laws of such states of
the United States of America and of the Commonwealth of Puerto Rico as
may be reasonably designated by the Optionee or by the Holders'
Managers and will obtain the consent, authorization or approval of any
governmental agency (other than any such consent, authorization or
approval required under any statute or regulation applicable to the
Optionee and not applicable to investors generally) required in
connection with the sale of the Option Shares being registered or in
order that the Optionee may publicly sell the Option Shares covered by
such registration statement.
(viii) All fees, disbursements and expenses incurred by the
Company in connection with any registration pursuant to Section 5.02
or 5.03 shall be borne by the Company, including, without limitation,
all registration and filing fees, all costs of preparation and
printing (in such quantities as the Optionee, or the Holders'
Managers, may reasonably request) of any registration statement and
related prospectus and any amendments or supplements thereto, all fees
and disbursements of counsel for the Company, the expenses of
complying with applicable securities or blue sky laws, and all costs
in connection with the preparation and delivery of such legal
opinions, auditors' comfort letters or other closing documents as the
Optionee, or as the Holders' Managers shall reasonably request. All
underwriting commissions, expenses of the Holders' Managers and fees
and expenses of counsel to the Optionee shall be paid for by Optionee.
(ix) The Company will indemnify and hold harmless the
Optionee and any underwriter (as defined in the Act) for each person
or entity if any who controls such underwriter within the meaning of
the Act or the Exchange Act, against any losses, claims, damages,
liabilities, costs or expenses, joint or several, or actions in
respect thereof to which Optionee or underwriter or controlling person
or entity may become subject under the Act, the Exchange Act, state
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securities or Blue Sky laws, or otherwise, insofar as such losses,
claims, damages, liabilities, costs, expenses or actions in respect
thereof arise out of, or are based upon, or are related to, any untrue
statement or alleged untrue statement of any material fact contained
in any registration statement under which Option Shares of Optionee
were registered under the Act, any preliminary prospectus, amended
preliminary prospectus, or final prospectus contained therein, or any
amendment or supplement thereto, or arise out of, or are based upon,
or are related to, the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse Optionee or
underwriter or controlling person or entity for any legal or other
expenses reasonably incurred by them in connection with investigating
or defending any such loss, claim, damage, liability or action.
(x) If the indemnification provided for in clause (ix) is
due in accordance with its terms but is for any reason held by a court
to be unavailable, on grounds of policy or otherwise, then the Company
and the Optionee shall contribute to the aggregate losses, claims,
damages, liabilities and expenses to which the Company and the
Optionee may be subject in such proportion as is appropriate to
reflect the relative fault of the Company and of the Optionee in
connection with the statements or omissions which resulted in such
losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations. The relative fault of the Company
and the Optionee shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material
fact relates to information supplied by the Company of by the Optionee
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The
Company and the Optionee agree that it would not be just and equitable
if contribution pursuant to this clause (x) were determined by pro
rata allocation or by any other method of allocation which does not
take account of the equitable considerations referred to in the two
immediately preceding sentences. Notwithstanding the provisions of
this clause (x), the Optionee shall not be required to contribute any
amount in excess of the amount by which the total price at which the
Option Shares owned by the Optionee were offered to the public exceeds
the amount of any damages which the Optionee have otherwise been
required to pay by reason of such untrue or alleged untrue statement
or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty
of fraudulent misrepresentation.
SECTION 5.05. RIGHTS OF TRANSFEREES OF OPTION SHARES THAT CONSTITUTE
"RESTRICTED SECURITIES". Transferees of Option Shares that constitute
"restricted securities" under Rule 144 promulgated by the SEC under the Act
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or any successor regulation shall have the same rights as Optionee under
this Article V with respect to such Option Shares.
ARTICLE VI
MISCELLANEOUS
SECTION 6.01. COMMITMENT OF OPTIONEE. Optionee understands and
agrees that any sale or transfer of the Option Shares received by Optionee
an exercise of the Option provided hereunder HAS NOT BEEN REGISTERED UNDER
THE ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION. THEREFORE, OPTIONEE WILL NOT OFFER, SELL, PLEDGE OR
OTHERWISE TRANSFER ANY OPTION SHARES EXCEPT IN ACCORDANCE WITH AND AS MAY
BE PERMITTED HEREUNDER AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE
SECURITIES LAW.
SECTION 6.02 COMPLIANCE WITH RESTRICTIONS. The covenants,
conditions and restrictions herein contained shall be and constitute
covenants, conditions and restrictions accepted by Optionee with regards to
the Option Shares now or hereafter owned by Optionee, or any transferee of
Option Shares from Optionee directly or indirectly, and none of the Option
Shares shall be sold, transferred, encumbered, pledged, hypothecated, given
as a gift, or otherwise disposed of or alienated in any way to any Person
except in full compliance with the laws of the United States and Optionee
agrees to take all such action as is necessary or convenient to prohibit
transfer of certificates for Option Shares. Any Person who acquires any
Option Shares or any interest therein shall hold such Option Shares or
interest subject to this Agreement and shall be deemed to be the holder
thereof with respect to the Option Shares or interest so acquired for all
purposes of Article IV hereof.
SECTION 6.03. FURTHER ASSURANCES. (a) Optionee shall execute and
deliver such further instruments of conveyance and transfer and take such
other action as the Company may reasonably request to convey and transfer
to other Persons any Option Shares to be transferred in the future pursuant
to this Agreement. The Company agrees to apply for and use its best
efforts to obtain all governmental and administrative approvals required in
connection with any exercise of the option. Optionee agrees to cooperate
in obtaining such approvals and to execute any and all documents or
instruments which, in the opinion of the Company, may be required,
appropriate or desirable to be executed by Optionee in connection with such
approvals. The Company shall pay all costs and filing fees in connection
with obtaining such approvals.
(b) The Company shall permit Optionee, or any person entitled to
exercise the Option pursuant to Section 3.02 hereof, so long as the Option
has not been exercised in full, to inspect, review and copy, or shall
furnish to Optionee a copy of, each annual and other periodic or occasional
financial reports of the Company from a date two (2) years prior to the
date hereof.
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SECTION 6.04. SUCCESSORS AND ASSIGNS. Without limiting the
restrictions on transfer set forth herein, this Agreement shall bind and
shall inure to the benefit of and be enforceable by the Company, any
successor Entity, and Optionee, and their respective successors, permitted
assigns, personal or legal representatives, heirs and legatees, whether
herein so expressed or not, and this Agreement shall be binding on any
transferee who has received Option Shares in accordance with any provisions
hereof and shall be binding on any Persons to whom any of the Option Shares
are transferred in violation of any provision of this Agreement and on any
executor, administrator, successor or assign of any such Person.
SECTION 6.05. SEVERABILITY. It is intended that each provision of
this Agreement shall be viewed as separate and divisible and in the event
that any provision hereof shall be held to be invalid or enforceable, the
remaining provisions shall continue to be in full force and effect.
SECTION 6.06. INSPECTION OF AGREEMENT. A copy of this Agreement
shall be maintained by the Board of Directors and shall be shown to any
person who demonstrates, to the satisfaction of the Company, that it has a
right hereunder.
SECTION 6.07. ENTIRE AGREEMENT. This Agreement contains the entire
Agreement of the parties hereto and supersedes all prior negotiations,
correspondence, understandings and agreements between the parties hereto,
with respect to the subject matter hereof.
SECTION 6.08. SHARES TO BE RESERVED. The Company shall at all times
while the Option is outstanding, reserve and keep available such number of
Class B Shares as will be sufficient to satisfy the requirements of this
Agreement including, without limitation, the sale of the Option Shares to
Optionee.
SECTION 6.09. NOTICES. Except as otherwise expressly provided
herein, any notice or communication to be given under the terms of this
Agreement shall be in writing and shall be deemed duly given when delivered
personally or deposited in the mail, by certified or registered mail, or by
telecopier (confirmed in writing), property addressed as follows:
(i) if to the Company:
Pepsi-Cola Puerto Rico Bottling Company
XX Xxx 000000
Xxx Xxxx, Xxxxxx Xxxx 00000-0000
Attention:
Telecopier: (000) 000-0000
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(ii) if to Optionee:
Xx. 0 Xxxxxxxxx Xx.
Xxx. Xx. 0
Xxx Xxxx, Xxxxxx Xxxx 00000
Attention: Xx. Xxxxxx Xxx
Telecopier:
By notice given pursuant to this Section 5.09, either party may
hereinafter designate a different address for said notices.
SECTION 6.10. TITLES AND HEADINGS OF SECTIONS. The titles and
headings of Articles and Sections in this Agreement are provided for
convenience purposes only and are not intended to modify or affect the
meaning of any provision herein, and thus, shall not serve as a basis for
interpretation or construction of this Agreement.
SECTION 6.11. AMENDMENTS. This Agreement may not be amended, altered
or modified except by a written instrument executed by both parties hereto.
IN WITNESS WHEREOF, the authorized representatives of the parties
hereto execute this Agreement on the date first above written.
COMPANY
PEPSI COLA PUERTO RICO BOTTLING COMPANY
By:
Title:
OPTIONEE
Xxxxxx Xxx
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