SALE AND PURCHASE OF THE. NUON SHARES AND THE SUBORDINATED LOAN -------------------------------------------------------------------------
SALE AND PURCHASE OF THE. TCH SHARES, THE 0.001% EQUITY PARTICIPATION AND THE DIRECT PURCHASED ASSETS
SALE AND PURCHASE OF THE. SALE INTERESTS
SALE AND PURCHASE OF THE. TCH SHARES, THE 0.001% EQUITY PARTICIPATION AND THE DIRECT PURCHASED ASSETS ................. 4 2.1 Sale and Purchase of the TCH Shares ............................ 4 2.2 Sale and Purchase of the 0.001% Equity Participation ........... 4 2.3 Sale and Purchase of the Direct Purchased Assets ............... 4 2.4
SALE AND PURCHASE OF THE. SHARES 2.1 GEC shall sell with full title guarantee the Shares and the Purchaser shall purchase or procure the purchase of the Shares. The Shares shall be free from all claims, liens, charges, encumbrances and equities whatsoever and shall be sold with all rights attached or accruing to them at Completion including, without limitation, the right to receive all dividends, distributions or any return of capital hereafter declared, paid or made in respect of periods commencing on or after Completion. 3. CONSIDERATION 3.1 The total consideration for the sale of the Shares shall be the payment by the Purchaser to GEC of the Purchase Price. 4.
SALE AND PURCHASE OF THE. Purchased Assets and Assumption of the Assumed Liabilities At the Closing, and subject to the terms and conditions of this Agreement: (a) Gold Xxxx shall sell, transfer, convey, assign and deliver to Southern States, and Southern States shall purchase and acquire from Gold Xxxx, the Purchased Assets free and clear of all Liens, and (b) Gold Xxxx shall assign to Southern States, and Southern States shall assume from Gold Xxxx, the Assumed Liabilities. No other liabilities of Gold Xxxx arising out of the Inputs Business, the ownership or operation of any of the Purchased Assets, the consummation of the transactions under this Agreement or otherwise, except as expressly provided in this Agreement, shall be assumed by Southern States. ARTICLE II The
SALE AND PURCHASE OF THE. Equity Shares; the Closing --------------------------------------------------- In reliance upon the representations made in Section 1.3 hereof and subject to the terms and conditions set forth herein and in the other Documents, the Company hereby agrees to sell to you 481,000 Equity Shares at a purchase price equal to Five Million U.S. Dollars ($5,000,000.00). In reliance upon the representations and warranties of the Company contained herein and in the other Documents, and subject to the terms and conditions set forth herein and therein, you hereby agree to purchase such Equity Shares from the Company. The sale and purchase of the Equity Shares shall take place at a closing (the "Closing") at the offices of the Company, as identified above, on ------- September 14, 1999 or such other business day as may be agreed upon by you and the Company (the "Closing Date"). At the ------------ Closing, upon receipt by the Company of the full purchase price of the Equity Shares subscribed for hereunder by intra-bank or federal funds bank wire transfer of same day funds to such bank account as the Company shall designate at least two business days prior to the Closing, the Company will deliver to you the Equity Shares to be purchased by you (in such permitted denomination or denominations and registered in your name or the name of such nominee or nominees (not to exceed ten (10) in number) as you may request). If at the Closing any of the conditions to the Closing specified in this Agreement shall not have been fulfilled to your reasonable satisfaction or if the Closing fails to occur on or before November 13, 1999 due to no fault of your own, you shall, at your election and notwithstanding anything to the contrary in this Agreement, be relieved of all further obligations under this Agreement without thereby waiving any rights you may have by reason of such nonfulfillment or failure. Nothing in this Section 1.2 shall operate to relieve the Company from any of its obligations under this Agreement. You hereby waive any and all preemptive rights, as a holder of Equity Shares, to purchase additional Equity Shares in the proposed initial public offering in the United States of American Depositary Shares and related transactions (the "IPO"). ---
SALE AND PURCHASE OF THE. SHARES 2.1
SALE AND PURCHASE OF THE. SALE SHARES; COMPLETION; THE COMPLETION DATE; AND CONSIDERATION
