Exhibit 10.1
China Public Security
Holdings Limited
Wide
Peace International Investments Limited
and
China Information
Security Technology, Inc.
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AGREEMENT
relating
to
the sale and purchase
of the
100% of the issued
share capital
of Kwong Tai
International Technology Limited
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1
CONTENTS
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1.
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DEFINITIONS AND
INTERPRETATION
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3
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2.
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SALE AND
PURCHASE OF SHARES
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7
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3.
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CONSIDERATION
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7
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4.
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COMPLETION
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8
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5.
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WARRANTIES BY
THE VENDOR
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8
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6.
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WARRANTIES BY
CIST
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13
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7.
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WARRANTIES BY
THE PURCHASER
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13
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8.
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PURCHASER'S
RIGHT TO RESCIND
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14
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9.
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VENDOR'S
COVENANTS
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14
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10.
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FURTHER
ASSURANCE
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16
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11.
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INFORMATION
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16
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12.
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ANNOUNCEMENTS
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13.
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COSTS
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17
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14.
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SUCCESSORS AND
ASSIGNMENT
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15.
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ENTIRE
AGREEMENT
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18
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16.
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VARIATIONS
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18
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17.
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WAIVER
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18
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18.
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AGREEMENT
CONTINUES IN FORCE
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19
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19.
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SEVERABILITY
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19
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20.
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NOTICES
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19
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21.
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COUNTERPARTS
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20
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22.
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GOVERNING LAW
AND JURISDICTION
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20
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23.
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LANGUAGE
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21
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SCHEDULE
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1
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SCHEDULE
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2
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SCHEDULE
3
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18
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SCHEDULE
4
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21
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2
THIS AGREEMENT
is made on September 23,
2008.
BETWEEN:
(1)
China Public Security
Holdings Limited, a company registered in the British
Virgin Islands with company number 1005693, whose
registered office is at P.O. Box 957, Offshore Incorporations
Centre, Road Town, Tortola, British Virgin Islands. ( "
Purchaser " );
(2)
Wide Peace
International Investments Limited, a company registered in British
Virgin Islands with company number 1462581, whose registered
office is Palm Grove House, P.O. Box 438, Road Town, Tortola,
British Virgin Islands. ( "Vendor " );
(3)
China Information Security Technology, Inc.
(“CIST”) , a company registered in the State of
Nevada of USA with corporation number
E0089792008-0, whose principle executive office located at
21st Floor, Everbright Bank Building, Zhuzilin, Futian District,
Shenzhen, Guangdong, 518040 People’s Republic of
China
Each a "Party" to this
Agreement and together the "Parties".
BACKGROUND
A
Kwong Tai International
Technology Limited ( "Company" ) is a company registered in
Hong Kong with company number 1223022. The Company holds 100%
of the shares of a Shenzhen based company, Shenzhen Zhongtian
Technology Development Company Ltd. (“ Subsidiary
”). Further information relating to the Company is set out in
Schedule 1.
B
The Vendor is the legal
and beneficial owner of 100% of the Shares in the
Company.
C
The Vendor has agreed to
sell and the Purchaser has agreed to purchase the Shares for the
consideration and upon the terms and conditions set out in this
agreement.
D
CIST is the parent
company of the Purchaser, who will issue a certain amount of shares
as set out in this agreement to the Vendor as part of the
consideration for the purchase of the shares in the
Company.
IT IS HEREBY
AGREED:
1.
DEFINITIONS AND
INTERPRETATION
3
1.1
In this agreement the
following words and expressions will (except where the context
otherwise requires) have the following meanings:
“Account”
means the
Company’s financial statements provided by the Vendor to the
Purchaser;
“Account
Date” means June 30, 2008;
"Business
Day" means a
day other than a Saturday or Sunday on which banks are open for
commercial business in Hong Kong;
"Group"
means the Company and
the Subsidiary from time to time and references to a "member of the
Group" or a "Group member" will be construed
accordingly;
"Business
Intellectual Property" means all Intellectual Property
used, or likely or required to be used, by the Company or any
member of the Group in, or in connection with, its
business;
"Completion" means the performance of all the
obligations of the parties to this agreement set out in clause
4;
“PRC”
means the People’s
Republic of China, but excluding Hong Kong, Macao and Taiwan for
the purpose of this agreement;
“USA”
means the United States
of America ;
"Completion
Date" means
October 31, 2008, or such other date being not later than November
30, 2008 as is agreed in writing by the parties;
"Confidential
Information" means information (however stored)
relating to or connected with the business, customers or financial
or other affairs of the Company or any member of the Group details
of which are not in the public domain including, without
limitation, information concerning or relating to:
(a)
the Business
Intellectual Property and any other property of the Company or any
member of the Group in the nature of intellectual
property;
(b)
any technical processes,
future projects, business development or planning, commercial
relationships and negotiations; and
4
(c)
the marketing of goods
or services including, without limitation, customer, client and
supplier lists, price lists, sales targets, sales statistics,
market share statistics, market research reports and surveys and
advertising or other promotional materials and details of
contractual arrangements and any other matters concerning the
clients or customers of or other persons having dealings with the
Company or any member of the Group.
"Consideration"
means the consideration
for the Shares set out in clause .
"Disclosed" means fully, fairly and specifically
disclosed to the Purchaser in the Disclosure Letter or, for the
purposes of clauses 5.7.3 and 8, in writing to the Purchaser,
with sufficient clarity and detail to enable the Purchaser to
identify clearly and accurately the nature, scope and effect of the
matter disclosed;
"Disclosure
Letter" means
the letter of even date with this agreement from the Vendor to the
Purchaser relating to the Warranties together with any documents
annexed to it;
"Encumbrance"
means a mortgage,
charge, pledge, lien, option, restriction, equity, right to
acquire, right of pre-emption, third party right or interest, other
encumbrance or security interest of any kind or any other type of
preferential arrangement (including, without limitation, a title
transfer and retention arrangement) having similar effect;
“GAAP”
means the generally
accepted accounting principle in the United States of
America.
"RMB"
means Ren Min Bi, the
lawful currency for the time being of People’s Republic of
China;
"Hong
Kong" means
the Hong Kong Special Administrative Region of the People's
Republic of China;
"Intellectual
Property" includes patents, inventions,
know-how, trade secrets and other confidential information,
registered designs, copyrights, data, database rights, design
rights, rights affording equivalent protection to copyright,
database rights and design rights, semiconductor topography rights,
trade marks, service marks, logos, domain names, e-mail address
names, business names, trade names, moral rights, and all
registrations or applications to register any of the aforesaid
items, rights under licences, consents, orders, statutes or
otherwise in relation to any of the aforesaid items, rights in the
nature of any of the aforesaid items, in any country or
jurisdiction, rights in the nature of unfair competition rights and
rights to sue for passing-off;
5
"Shares"
means the 100% of the
issued and allotted ordinary shares in the capital of the
Company;
"Subsidiaries"
means all the
subsidiaries of the Company at the date hereof;
“Transaction”
means the sale and
purchase of the Shares under this agreement;
“US$" means US Dollars, the lawful
currency for the time being of the United States of
America;
“Warranties"
means the
representations, warranties and undertakings set out in clause 5,
clause 6, clause 7 and Schedule 2 and "Warranty" will mean any of
them;
1.2
In this agreement where
the context admits:
1.2.1
reference to a statutory
provision includes reference to:
1.2.1.1
any order, regulation,
statutory instrument or other subsidiary legislation at any time
made under it for the time being in force (whenever
made);
1.2.1.2
any modification,
amendment, consolidation, re-enactment or replacement of it or
provision of which it is a modification, amendment, consolidation,
re-enactment or replacement except to the extent that any
modification, amendment, consolidation, re-enactment or replacement
made after the date of this agreement would increase the liability
of any of the parties hereto;
1.2.2
reference to a clause,
schedule or paragraph is to a clause, schedule or a paragraph of a
schedule of or to this agreement respectively;
1.2.3
reference to the parties
to this agreement includes their respective successors, permitted
assigns and personal representatives;
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1.2.4
reference to any party
to this agreement comprising more than one person includes each
person constituting that party;
1.2.5
reference to any gender
includes the other genders;
1.2.6
reference to persons
includes bodies corporate or unincorporated;
1.2.7
reference to any
professional firm or company includes any firm or company
effectively succeeding to the whole, or substantially the whole, of
its practice or business;
1.2.8
the index, headings and
any descriptive notes are for ease of reference only and will not
affect the construction or interpretation of this
agreement;
1.2.9
this agreement
incorporates the schedules to it; and
1.2.10
for the purposes of this
clause, "control", in relation to a body corporate, means the
holding of more than 50% of the voting power at general meetings of
that body corporate or being in a position to control the
composition of a majority of the board of directors of that body
corporate and in relation to a partnership, means the right to a
share of more than one-half of the assets, or of more than one-half
of the income, of the partnership.
2.
SALE AND PURCHASE OF
SHARES
2.1
The Vendor will sell the
Shares with full title guarantee and the Purchaser will, in
reliance on the Warranties, purchase the Shares free from all
Encumbrances and together with all rights of any nature which are
now or which may at any time become attached to them or accrue in
respect of them including all dividends and distributions declared
paid or made in respect of them on or after the date of this
agreement.
3.
CONSIDERATION
The Consideration payable by the
Purchaser for the purchase of the Shares shall consist
of:
3.1
US$9,900,000 shall be
paid in cash with RMB67,617,000, which will be changed into RMB by
the exchange rate（1US$ = 6.83RMB）and shall be
remitted in full amount to the bank account as designated by the
Vendor, payable on or before October 31, 2008;
7
3.2
1,280,807 new shares
equivalent to US$6,600,000 (United States Dollars Six Million Six
Hundred Thousand) to be issued by CIST, the parent company of the
Purchaser, within 90 days upon the execution of this agreement by
delivering to the Vendor and any person(s) as may be designated by
the Vendor share certificates representing the new shares issued to
the Vendor or his designee pursuant to this Section 3.2;
3.3
The remittance specified
in 3.1 shall be made in Hong Kong.
4.
COMPLETION
4.1
Completion will take
place in Hong Kong on the Completion Date when the provisions of
Schedule 3 have been complied with.
4.2
The Purchaser will not
be obliged to complete the purchase of the Shares under this
agreement unless the Vendor complies fully with its obligations
under Schedule 3 and unless the purchase of all the Shares is
completed simultaneously.
4.3
If Completion does not
take place on the Completion Date because the Vendor fails to
comply with any of its obligations under Schedule 3, the
Purchaser may, by prior written notice to the Vendor:
4.3.1
proceed to Completion to
the extent reasonably practicable;
4.3.2
postpone Completion to a
date not more than sixty (60) Business Days after the
Completion Date; or
4.3.3
terminate this
agreement.
4.4
If the Purchaser
postpones Completion to another date in accordance with clause
4.3.2, the provisions of this agreement shall apply as if that
other date is the Completion Date.
4.5
If the Purchaser
terminates this agreement pursuant to clause 4.3.3 each party's
further rights and obligations will cease immediately on
termination, but termination will not affect a party's accrued
rights and obligations as at the date of termination.
5.
WARRANTIES BY THE
VENDOR
5.1
The Vendor warrants and
undertakes that, at the date of this agreement, each of the
statements set out in Schedule 2 is true, accurate and
complete in all respects and not misleading and will be true and
accurate in all respects and not misleading at all times after the
date of this agreement up to and including the Completion
Date.
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5.2
In addition to the
warranties as set out in Schedule 2, the Vendor further warrants
that:
5.2.1
save and except
the liabilities and debts the Vendor has otherwise disclosed to the
Purchaser, there are no other liabilities, debts, claims, expenses,
charges, costs, outstanding against and payable by the Company to
any third party, including those owed to related companies,
financial institutions, banks, and other related interests and the
Vendor shall fully indemnify and keep indemnified the Purchaser
against any such liabilities.
5.2.2
the Company is not
in default of any contracts, agreements or legal obligations
pursuant to which it may be subject to any claims, proceedings,
action or be liable to any charges, costs, expenses, damages or
other liabilities.
5.2.3
the Vendor
warrants to the Purchaser that there are no outstanding liabilities
or debts owed to any of the employees of the Company, nor are any
of the employees responsible for any liabilities and debts for
which the Company may become liable, and shall indemnify the
Purchaser for any expenses, costs, charges (including legal fees),
liabilities incurred or claims, proceedings, actions taken against
the Purchaser by any third party or employee of the Company for any
such liabilities or debts.
5.3
The Vendor acknowledges
that the Purchaser is entering into this agreement in reliance on
each Warranty which has also been given as a representation and
with the intention of inducing the Purchaser to enter into this
agreement and that the Purchaser has been induced to enter into
this agreement on the basis of and in full reliance upon
them.
5.4
Each of the Warranties
is to be construed as a separate and independent warranty and
(except where this agreement provides otherwise) will not be
limited or restricted by reference to or inference from any other
term of this agreement or any other Warranty.
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5.5
The rights and remedies
of the Purchaser in respect of any breach of any of the Warranties
will survive Completion.
5.6
The Vendor waives and
may not enforce any right which it may have in respect of any
misrepresentation, inaccuracy or omission in or from any
information or advice supplied or given by the Company or its
officers or employees in enabling the Vendor to give the Warranties
and any representations or to prepare the Disclosure
Letter.
5.7
Between the execution of
this agreement and Completion the Vendor agrees that it
will:
5.7.1
procure that neither the
Vendor nor the Company nor any member of the Group will allow or
procure any act or omission which would constitute a breach of any
of the Warranties;
5.7.2
procure that the Company
complies with the provisions of Schedule 4; and
5.7.3
immediately disclose in
writing to the Purchaser any event or circumstance which may arise
or become known to the Vendor which would be a breach of clause
5.7.2 or which constitutes a breach of or is materially
inconsistent with any of the Warranties or which might make any of
them inaccurate or misleading or which has or is likely to have an
adverse effect on the financial position or business prospects of
the Company or which is otherwise material to be known by a
purchaser for value of the Shares.
5.8
The Warranties will not
be deemed in any way modified or discharged by reason of any
investigation made or to be made by or on behalf of the Purchaser
or by reason of any information relating to the Company of which
the Purchaser has knowledge (actual, implied or constructive)
except that the Warranties will be qualified by such information as
is Disclosed.
5.9
If on or before the
Completion Date the Purchaser considers that the Vendor is in
breach of any of the Warranties or any other provision of this
agreement, the Purchaser may by prior written notice to the Vendor
elect to proceed to Completion or terminate this
agreement.
5.10
If the Purchaser
terminates this agreement pursuant to clause 5.9:
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5.10.1
the Vendor indemnifies
the Purchaser against all costs incurred by it relating to the
negotiation, preparation, execution or termination of this
agreement or the satisfaction of any of the Conditions;
and
5.10.2
each party's further
rights and obligations will cease immediately on termination, but
termination will not affect a party's accrued rights and
obligations as at the date of termination.
5.11
If there is any breach
or non-fulfilment of any of the Warranties resulting in:
5.11.1
the value of any of the
Company's assets being or becoming less than it would have been had
the relevant circumstances been as so warranted; or
5.11.2
the Company having
incurred or incurring any liability or an increase in a liability
which it would not have incurred had the relevant circumstances
been as so warranted;
then the Vendor agrees
to pay to the Purchaser on demand (at the option of the Purchaser)
an amount equal to either:
5.11.3
the reduction in value
of the assets or (as the case may be) the liability or increased
liability incurred by the Company as a result of such a breach or
non-fulfilment of any of the Warranties; or
5.11.4
an amount equal to the
reduction caused in the value of the Shares .
5.12
The Vendor agrees to
indemnify the Purchaser in full for and against all costs
(including legal costs on a full indemnity basis) and expenses
incurred by the Purchaser either before or after the commencement
of any action in connection with:
5.12.1
the settlement of any
claim that any of the Warranties has been breached or is untrue,
inaccurate or misleading;
5.12.2
any legal proceedings
arising out of or in connection with any claim for breach of
Warranty in which judgment is given in favour of the Purchaser;
or
5.12.3
the enforcement of any
such settlement or judgment.
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5.13
The rights of the
Purchaser under clauses 5.11 and 5.12 will be in addition and
without prejudice to any other right or remedy available to it
under this agreement or otherwise.
5.14
Upon receipt of the
1,280,807 shares issued by CIST as part of the consideration for
the Transaction, the Vendor will ensure that the financial
performance of the Subsidiary should reach the minimum thresholds
in the manner set out in clause 5.15. The Vendor further
irrevocably and unconditionally agrees with, confirms and
acknowledges to the Purchaser that his receipt and retention of,
title to and interest in 710,328 shares issued by CIST are at all
times subject to the terms and conditions of this clause
5.
5.15
The Vendor hereby
charges, with immediate effect upon his receipt of the 1,280,807
shares issued by CIST to him, and going through any further
procedures, 710,328 shares in favour of the Purchaser as a
continuing security for the performance of its obligations under
this agreement, including those set out in this clause 5, and the
Vendor shall ensure that the following requirements are
met:
5.15.1
the audited after tax
net income of the Subsidiary for 2009, as reflected in its audited
accounts prepared in compliance with GAAP, shall not be less than
US$2,200,000.
5.15.2
the audited after tax
net income of the Subsidiary for 2010, as reflected in its
audited accounts prepared in compliance with
GAAP, shall not be less than US$2,860,000.
5.16
If the audited after tax
net income for 2009 meets the requirements in the manner set out in
clause 5.15.1, 355,164 of the 710,328 shares charged in favour of
the Purchaser by the Vendor shall be released from such charge. In
case, upon issuance of the relevant audited accounts for 2009, the
audited after tax net income for 2009 fails to meet the
requirements in the manner set out in clause 5.15.1, the Vendor
hereby irrevocably and unconditionally waives and foregoes forever,
with immediate effect from the issuance of such accounts, any and
all title, ownership, right and interest he may have to, in or
over 355,164 of such shares, and shall promptly take all such
actions and execute all such documents as the Purchaser or CIST may
require to transfer title to such shares to another person(s) as
the Purchaser or CIST may direct or otherwise deliver all such
shares (including any and all certificates and documents of title)
into the Purchaser’s or CIST’s possession in such
manner as either of them may direct.
12
5.17
If the audited after tax
net income for 2010 meets the requirements in the manner set out in
clause 5.15.2, the remaining 355,164 of the 710,328 shares charged
in favour of the Purchaser by The vendor shall be released from
such charge. In case, upon issuance of the relevant audited
accounts for 2010, the audited after tax net income for 2010 fails
to meets the requirements in the manner set out in clause 5.15.2,
The Vendor hereby irrevocably and unconditionally waives and
foregoes forever, with immediate effect from the issuance of such
accounts, any and all title, ownership, rights and interests he may
have to, in or over such remaining 355,164 shares, and shall
promptly take all such actions and execute all such documents as
the Purchaser or CIST may require to transfer title to such shares
to another person(s) as the Purchaser or CIST may direct or
otherwise deliver all such shares (including any and all
certificates and documents of title) into the Purchaser’s or
CIST’s possession in such manner as either of them may
direct.
5.18
The Vendor undertakes to
the Purchaser that, at all times when any part of the shares issued
by CIST to the Vendor has not been fully released to the Vendor
pursuant to the provisions of clause5.15.1 or 5.15.2 (as the case
may be), the Vendor will not create or permit to subsist any
Encumbrance over or with respect to such shares nor enter into any
agreement, understanding or arrangement to effect or permit the
foregoing.
6.
WARRANTIES BY
CIST
CIST warrants
that:
6.1
It has and shall have
full power and authority to enter into and perform this Agreement
which constitutes binding obligations on it in accordance with the
terms;
6.2
CIST shall, within 90
days as of the execution date of this agreement, issue in aggregate
1,280,807 shares that are free from all encumbrances to the Vendor
and its designee(s) as part of the consideration for the
Transaction.
7.
WARRANTIES BY THE
PURCHASER
The Purchaser warrants
that:
13
7.1
Iit has and shall have
full power and authority to enter into and perform this agreement
which constitutes binding obligations on it in accordance with the
terms;
7.2
Its performance of this
agreement does not constitute any breach or violation of any
contract or agreement to which it is a party;
7.3
It shall pay the
Consideration to the Vendor in accordance with the terms set out in
clause 3 herein without delay;
7.4
Iit shall procure its
parent company CIST to issue, within 90 days as of the execution of
this agreement, the 1,280,807 shares in the manner as specified in
clause 6.2 to the Vendor and its designee(s);
7.5
It will release or
procure the release of those shares charged by the Vendor subject
to and in such manner as provided for in clauses 5.16 and
5.17.
8.
PURCHASER'S RIGHT TO
RESCIND
If the Vendor discloses
any event or circumstance pursuant to clause 5.7.3 or if there is a
breach of any of the Warranties or a breach or non-fulfilment of
any other term of this agreement by the Vendor, the Purchaser will
be entitled, in addition and without prejudice to any other right
or remedy available to it, to rescind this agreement without any
liability to any other party whereupon the Vendor must indemnify
the Purchaser in full for and against all costs and expenses
incurred or suffered by the Purchaser (including but not limited to
all legal expenses and other professional fees on a full indemnity
basis) in connection with the negotiation, preparation and
rescission of this agreement.
9.
VENDOR'S
COVENANTS
9.1
The Vendor undertakes to
and covenants with the Purchaser that (except with the consent in
writing of the Purchaser) it will not at any time after
Completion:
9.1.1
(except as required by
law) disclose or divulge to any person (other than to officers or
employees of the Purchaser whose province it is to know the same)
or use (other than for the benefit of the Purchaser) any
Confidential Information which may be within or have come to its
knowledge and it must use all reasonable endeavours to prevent such
publication, disclosure or misuse of any Confidential
Information;
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9.1.2
do anything to damage
the goodwill or reputation of the Company or any member of the
Group or of any business carried on by the Company nor any member
of the Group or which may lead any person to cease to do business
with the Company or any other member of the Group on substantially
equivalent terms to those previously offered or not to engage in
business with the Company or any member of the Group.
9.2
The Vendor undertakes to
and covenants with the Purchaser that it will not, for a period of
five years after the date of this agreement, either on its own
behalf or jointly with any other person, directly or
indirectly:
9.2.1
approach, canvass,
solicit or otherwise act with a view to enticing away from or
seeking in competition with any business of the Company or any
member of the Group any person who at any time during the period of
12 months preceding the Completion Date or at any time after the
Completion Date prior to his ceasing to be employed by the Company
or any member of the Group is or has been a customer of the Company
or any member of the Group and during such period it must not use
its knowledge of or influence over any such customer to or for its
own benefit or the benefit of any other person carrying on business
in competition with the Company or any member of the Group or
otherwise use its knowledge of or influence over any such customer
to the detriment of the Company or any member of the
Group;
9.2.2
seek to contract with or
engage (in such a way as adversely to affect the business of the
Company or any member of the Group as carried on at the date of
this agreement) any person who has been contracted with or engaged
to supply or deliver products, goods, materials or services to the
Company or any member of the Group at any time during the period of
[twelve] months preceding the date of this agreement or, at any
time after that, before he ceases to be employed by the Company or
any member of the Group;
9.2.3
approach, canvass,
solicit, engage or employ or otherwise endeavour to entice away any
person who at any time during the period of [six] months preceding
the Completion Date or (if later) the date of his ceasing to be
employed by the Company or any member of the Group will be or will
have been an employee, officer, manager, consultant, sub-contractor
or agent of the Company or any member of the Group with a view to
the specific knowledge or skills of such person being used by or
for the benefit of any person carrying on business in competition
with the business carried on by the Company or any member of the
Group.
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9.3
Each of the covenants
contained in clauses 9.1 and 9.2 will constitute an entirely
separate and independent restriction on the Vendor.
9.4
References in this
clause 9 to the "business of the Company or any member of the
Group" (refers to the development and research, producing, sales of
various medical information systems thereof as well as relevant
technical service) includes the business of the Company and/or any
member of the Group that may from time to time be transferred to
any company which is a member of the same group as the
Purchaser.
9.5
The Vendor agrees and
acknowledges that the restrictions contained in this clause
are fair and reasonable and necessary to assure to the
Purchaser the full value and benefit of the Shares but, in the
event that any such restriction is found to be void or
unenforceable but would be valid and effective if some part or
parts of the restriction were deleted, such restriction will apply
with such deletion as may be necessary to make it valid and
effective.
10.
FURTHER
ASSURANCE
On and after Completion,
the Vendor must, at the request of the Purchaser, do and execute or
procure to be done and executed all such acts, deeds, documents and
things as may be necessary to give effect to this
agreement.
11.
INFORMATION
The Vendor must provide
or procure to be provided to the Purchaser all such information in
its possession or under its control as the Purchaser will from time
to time reasonably require (both before and after the Completion
Date) relating to the business and affairs of the Company and/or
any member of the Group and in any case where such information is
not the exclusive property of the Company and/or any member of the
Group will give or procure to be given to the Purchaser, its
directors and agents access to such information and will permit the
Purchaser to take copies of the same.
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12.
ANNOUNCEMENTS
No announcement,
communication or circular concerning this agreement will be made
(whether before or after the Completion Date) by or on behalf of
the parties to this agreement without the prior approval of the
other (such approval not to be unreasonably withheld or delayed)
save for:
12.1
Announcements to
employees, customers, suppliers and agents of the Company and/or
any member of the Group and/or the Purchaser and/or any company
which is a member of the same group as the Purchaser in such form
as may be reasonably required by the Purchaser; and
12.2
Such announcements as
may be required by the law of any relevant jurisdiction or by any
securities exchange or regulatory or governmental body to which
that party and/or its affiliates are subject.
13.
COSTS
13.1
Subject to the
provisions of clause 5.12 and clause 8, each of the parties will
bear and pay its own legal, accountancy and other fees and expenses
incurred in and incidental to the preparation and implementation of
this agreement and of all other documents.
13.2
The cost of all stamp
duty and other similar duty payable in respect of the sale and
purchase of the Shares will be borne by the Vendor, on the one
hand, and the Purchaser, on the other in equal shares.
14.
SUCCESSORS AND
ASSIGNMENT
14.1
This agreement will be
binding on and inure for the benefit of each party's successors,
permitted assigns and personal representatives but will not be
assignable except that:
14.1.1
the Purchaser may assign
the whole or any part of the benefit of this agreement and the
Warranties to any transferee of any shares in the capital of the
Company; and
14.1.2
the Purchaser may assign
its rights under this agreement to any company of which it is a
subsidiary or of which it is a holding company.
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14.2
Except as otherwise
expressly provided, all rights and benefits under this agreement
are personal to the parties and may not be assigned at law or in
equity without the prior written consent of the other
parties.
15.
ENTIRE
AGREEMENT
15.1
This agreement together
with the schedules attached to it and any revisions thereto as may
be agreed upon by the parties (“Acquisition
Documents”) constitute the entire agreement between the
parties with respect to the subject matter of this
agreement.
15.2
Except for any
misrepresentation or breach of warranty which constitutes
fraud:
15.2.1
the Acquisition
Docume
