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Exhibit 10.1
LINKWELL TECH GROUP, INC.
____________________
STOCKHOLDERS AGREEMENT
____________________
May 30, 2008
TABLE OF CONTENTS
Page
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DEFINITIONS
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1
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1.1
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Certain
Definitions
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1
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1.2
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Certain
Matters of Construction
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4
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2.
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VOTING
AGREEMENT
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5
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2.1
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Election
of Directors
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5
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2.2
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Removal
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6
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2.3
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Successors
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6
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2.4
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Ecolab
Observer
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6
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2.5
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Expenses
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6
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2.6
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Meetings
of the Board
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2.7
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The
Company
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2.8
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Period
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3.
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COVENANTS
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6
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3.1
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Dividend
Policy
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6
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3.2
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Inspection
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6
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3.3
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Negative
Covenants and Agreements
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7
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4.
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PUT
AND CALL RIGHTS
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9
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4.1
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Put
Option
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9
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4.2
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Call
Option
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11
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5.
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PREEMPTIVE
RIGHTS
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12
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5.1
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Right
of First Offer
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12
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5.2
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Second
Proposal
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12
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5.3
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Notice
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12
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5.4
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Sale
to Third Parties
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13
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5.5
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Proportionate
Percentage
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13
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6.
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CERTAIN
TRANSFER RIGHTS AND RESTRICTIONS; RIGHTS OF FIRST
OFFER
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14
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6.1
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Transfers
of Shares to Affiliate
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14
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6.2
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Rights
of First Offer on Transfers by Other Stockholders
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14
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6.3
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Right
of Co-Sale
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14
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6.4
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Remedies
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15
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TABLE OF CONTENTS
(continued)
Page
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7.
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“TAKE
ALONG” RIGHTS
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16
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7.1
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Procedure
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16
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7.2
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Further
Assurances
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16
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7.3
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Closing
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16
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8.
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RIGHT
OF FIRST OFFER ON A BUSINESS SALE
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17
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9.
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REMEDIES
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18
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10.
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NON
COMPETE
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18
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11.
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LEGENDS
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19
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12.
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TERMINATION
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19
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13.
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MISCELLANEOUS
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20
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13.1
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Authority;
Effect
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20
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13.2
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Notices
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20
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13.3
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Amendment
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20
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13.4
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Waivers
and Remedies
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21
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13.5
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Entire
Agreement
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21
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13.6
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Assignment
and Successors
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22
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13.7
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Severability
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22
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13.8
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Interpretation
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22
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13.9
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Governing
Law
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22
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13.10
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Specific
Performance
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22
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13.11
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Jurisdiction
and Service of Process
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23
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13.12
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Waiver
of Jury Trial
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23
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13.13
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Counterparts
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23
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STOCKHOLDERS AGREEMENT
This
Stockholders Agreement (the “
Agreement ”)
is made as of May 30th, 2008 by and among (i) Linkwell Tech Group,
Inc., a Florida corporation (the “
Company ”),
(ii) Linkwell Corporation, a Florida corporation (“
Linkwell ”);
and (iii) Ecolab Inc., a Delaware corporation (“
Ecolab ”).
WHEREAS,
Linkwell is the owner of 8,000,000 issued and outstanding
shares of Common Stock, par value $.001 per share
(“
Common Stock ”),
of the Company;
WHEREAS,
pursuant to a Stock Purchase Agreement dated as of February
15th, 2008 (the “
Stock Purchase Agreement ”)
by and among the Company, Linkwell and Ecolab, Ecolab is acquiring
as of Closing 888,889 shares of Common Stock;
WHEREAS,
immediately after Closing Linkwell and Ecolab are collectively
the holders of all of the outstanding capital stock of the
Company;
WHEREAS,
the parties believe that it is in the best interests of the
Company and the Stockholders to: (i) provide that certain
shares of Common Stock shall be transferable only upon
compliance with the terms hereof; (ii) provide the
Company with certain rights with respect to the purchase of
shares of Common Stock under certain circumstances; (iii)
provide for certain rights with respect to the registration
under the Securities Act of the Common Stock held by or
issuable to the Stockholders; (iv) provide for certain
rights and obligations of the Stockholders with respect to the
election of directors of the Company; and (v) set forth
their agreements on certain other matters;
NOW,
THEREFORE, in consideration of the foregoing premises and the
mutual agreements set forth below, the parties hereto, each
intending to be legally bound, hereby agree as
follows:
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1.
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DEFINITIONS.
For purposes of this Agreement:
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1.1
Certain Definitions .
The following terms shall have the following meanings:
1.1.1
“
Affiliate ”
means,
with respect to a specified Person, a Person that directly, or
indirectly through one or more intermediaries, Controls, is
Controlled by or is under common Control with, the specified
Person. In addition to the foregoing, if the specified Person is an
individual, the term “Affiliate” also includes (a) the
individual’s spouse, (b) the members of the immediate family
(including parents, siblings and children) of the individual or of
the individual’s spouse and (c) any corporation, limited
liability company, general or limited partnership, trust,
association or other business or investment entity that directly or
indirectly, through one or more intermediaries Controls, is
Controlled by or is under common Control with any of the foregoing
individuals .
1.1.2
“
Board ”
shall mean the Board of Directors of the Company.
1.1.3
“
Change of Control Transaction ”
means any transaction or series of related transactions pursuant to
which a third Person may gain Control of a Person, whether by
merger, consolidation, issuance of voting securities, sale of all
or substantially all of the assets of a Person, or
otherwise.
1.1.4
“
Closing ”
has the meaning given to such term in the Stock Purchase
Agreement.
1.1.5
“
Control ”
means and includes the direct or indirect ownership of all or
substantially all of the assets of a Person by any third Person,
the direct or indirect ownership or control, by contract or
otherwise, of more than 50% of the voting securities of a Person,
or the right to appoint or elect, whether directly or indirectly, a
majority of the board of directors of a Person;
1.1.6
“
Current Ratio ”
means the product of (i) the total aggregate current assets of the
Group, divided by (ii) the total aggregate current liabilities of
the Group, in each case as derived from the then current books and
records of the Group Members.
1.1.7
“
Debt to Total Asset Ratio ”
means the ratio, expressed as a percentage, of the total aggregate
indebtedness (including principal, interest, fees, expenses and
other amounts) of the Group to the total aggregate assets of the
Group, in each case as derived from the then current books and
records of the Group Members
1.1.8
“
Ecolab Competitor ”
means any
Person that is engaged in or competitive with the business of
Ecolab or any of Ecolab’s Subsidiaries at the relevant
time.
1.1.9
“
Fully Diluted Shares ”
shall mean outstanding shares of Common Stock, assuming the
conversion or exercise of all outstanding securities then
convertible into or exercisable for Common Stock.
1.1.10
“
Group ”
mean the Company and each of its Subsidiaries from time to time,
collectively, and “
Group Member ”
shall mean any one of them.
1.1.11
“
Independent Third Party ”
means any Person who, immediately prior to the contemplated
transaction, does not own in excess of 5% of the Fully Diluted
Shares, and who is not an Affiliate of any such 5%
owner.
1.1.12
“
Initial Public Offering ”
shall mean the first public offering of shares of Common Stock
registered under the Securities Act.
1.1.13
“
Person ”
means
an individual or an entity, including a corporation,
limited liability company, general or limited partnership, trust,
association or other business or investment entity
,
or any Governmental Authority .
1.1.14
“
Securities Act ”
shall mean the Securities Act of 1933, as amended, and the rules
and regulations of the Securities and Exchange Commission
promulgated thereunder, all as from time to time in
effect.
1.1.15
“
Shares ”
shall mean all shares of Common Stock and any other capital stock
of the Company now or hereafter in existence, and any securities of
the Company exercisable for or convertible into Common Stock or any
other capital stock of the Company now or hereafter in
existence.
1.1.16
“
Stockholders ”
means the holders of Shares from time to time, and “
Stockholder ”
shall mean any one of them.
1.1.17
"
Subsidiary "
means, with respect to a specified Person, any corporation or other
Person of which securities or other interests having the power to
elect a majority of that corporation's or other Person's board of
directors or similar governing body, or otherwise having the power
to direct the business and policies of that corporation or other
Person (other than securities or other interests having such power
only upon the happening of a contingency that has not occurred) are
held by the specified Person or one or more of its Subsidiaries.
When used in this Agreement without reference to a particular
Person, "Subsidiary" means a Subsidiary of the
Company.
1.1.18
“
Total Debt to Capital Ratio ”
means the ratio, expressed as a percentage, of (i) the total
aggregate indebtedness (including principal, interest, fees,
expenses and other amounts) of the Group to (ii) the sum of
(x)
total
aggregate indebtedness (including principal, interest, fees,
expenses and other amounts) and (y) total aggregate equity, in each
case of the Group, and in each case as derived from the then
current books and records of the Group Members.
1.1.19
“
Voting Shares ”
shall mean Common Stock and any other shares of capital stock or
other securities now or hereafter issued, carrying the right to
vote for directors of the Company.
1.2
Additional Defined Terms .
For
purposes of this Agreement, the following terms have the meanings
specified in the indicated Section of this Agreement:
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Defined Term
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Section
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Agreement
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Preamble
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Business
Plan and Budget
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3.3
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Business
Sale
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8
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Business
Sale Notice
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8
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Business
Seller
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8
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Call
Closing
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4.2
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Call
Notice
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4.2
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Call
Purchase Price
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4.2
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Call
Right
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4.2
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Call
Shares
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4.2
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Cash
Consideration
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4.1(b)
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Common
Stock
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Preamble
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Competing
Activity
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9(a)
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Co-Sale
Offeree
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6.3
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Co-Sale
Notice
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6.3
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Covered
Person
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4.1(e)
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Dividend
Policy
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3.1
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Ecolab
Company Director
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2.1(b)
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Ecolab
Director
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2.1(c)
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Ecolab
Sub Director
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2.1(c)
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Ecolab
Supervisory Board Member
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2.1(d)
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Ecolab
Observer
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2.4
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Future
Shares
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5.1
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Future
Shares Exercise Period
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5.1
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Liens
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4.1(d)
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Majority
Holders
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7
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Notice
of Purchase
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5.3
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Offer
Notice
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6.2
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Offered
Shares
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6.2
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Offeree
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6.2
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Participating
Seller
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7
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Prohibited
Transfer
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6.4
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Proportionate
Percentage
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5.5
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Proposed
Buyer
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7
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Proposed
Sellers
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7
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Proposal
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5.1
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Put
Closing
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4.1(d)
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Put
Notice
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4.1(a)
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Put
Right
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4.1(a)
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Put
Shares
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4.1(a)
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Put
Window
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4.1(a)
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Refused
Future Shares
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5.4
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Relevant
Assets
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8
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Remaining
Future Shares
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5.2
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Remaining
Future Shares Exercise Period
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5.2
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Sale
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7
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Sale
Percentage
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7
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SEC
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4.1(f)(1)
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Second
Proposal
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5.2
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Stock
Consideration Shares
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4.1(b)
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Stock
Purchase Agreement
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Preamble
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Sub-Board
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2.4
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Take-Along
Notice
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7.1
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Transfer
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6
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Transferring
Holder
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6.2
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Valuation
Notice
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4.2
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Valuer
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4.2
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1.3
Certain Matters of Construction .
The
words “hereof”, “herein”,
“hereunder” and words of similar import shall refer to
this Agreement as a whole and not to any particular Section or
provision of this Agreement, and reference to a particular Section
of this Agreement shall include all subsections thereof.
Definitions shall be equally applicable to both the singular and
plural forms of the terms defined. The masculine, feminine and
neuter genders shall each include the other. Any reference in this
Agreement to a “Section” refers to the corresponding
Section of this Agreement, unless the context indicates otherwise.
The table of contents and the headings of Articles and Sections are
provided for convenience only and are not intended to affect the
construction or interpretation of this Agreement. All words used in
this Agreement should be construed to be of such gender or number
as the circumstances require. The term “including”
means “including without limitation” and is intended by
way of example and not limitation. Any reference to a statute is
deemed also to refer to any amendments or successor legislation,
and all rules and regulations promulgated thereunder, as in effect
at the relevant time. Any reference to a Contract or other document
as of a given date means the Contract or other document as amended,
supplemented and modified from time to time through such
date.
2.1
Board Representation .
Each Stockholder hereby agrees to cast all votes to which such
Stockholder is entitled in respect of any Voting Shares now or
hereafter owned by such Stockholder, whether at any annual or
special meeting of stockholders, by written consent or otherwise,
and otherwise to take all other reasonably necessary or desirable
actions with such Stockholder’s control (whether in such
Stockholder’s capacity as a stockholder, director, officer or
otherwise), and the Company shall take all reasonably necessary and
desirable actions within its control (including, without
limitation, calling directors’ and shareholders’
meetings), so that:
(a)
the number of directors constituting the Board shall be not
less than three (3);
(b)
Ecolab shall be entitled at any time to designate and have
elected to the Board any one individual (the “
Ecolab Company Director ”).
At any time when the Board shall consist of more than ten
directors, Ecolab shall be entitled to designate and have elected
to the Board such number of Ecolab Directors as constitutes not
less than one-tenth of the total number of directors (rounded up to
the next highest whole number) ;
(c)
Ecolab
shall be entitled at any time to designate and have elected to
the board of directors or equivalent (each a “
Sub Board ”)
of each of the Company’s Subsidiaries any one individual
(each an “
Ecolab Sub Director ”
and the Ecolab Company Director(s) and the Ecolab Sub Directors
being, collectively, the “
Ecolab Directors ”);
(d)
in the event that any Subsidiary forms, whether as a result of
applicable requirements of Law or otherwise, a supervisory
board, Ecolab shall be entitled at any time to designate and
have elected to such supervisory board any one individual
(each an “
Ecolab Supervisory Board Member ”);
and
(e)
the removal from the Board or any Sub Board of any Ecolab
Director or from any Subsidiary’s supervisory board of
an Ecolab Supervisory Board Member (in each case with or
without cause) shall be at the written request of Ecolab, but
only upon such written request and under no other
circumstances .
Ecolab
shall be entitled at any time to remove any Ecolab Director or
Ecolab Supervisory Board Member for any reason whatsoever and
to appoint another individual in his place.
2.2
Expenses .
Except with the written approval of both Stockholders, all
expenses
that any individual member of the Board, any Sub-Board, any
supervisory board of a Subsidiary, or any committee of any of the
foregoing organs may incur for attending meetings or discharging
duties in such capacity shall be borne by the Stockholder that
designated such individual for election or appointment to that
organ. So long as any Ecolab Director serves on the Board and for
two
years
thereafter, the Company shall maintain directors and officers
indemnity insurance coverage satisfactory to the Ecolab Director
and the Company’s articles of incorporation and by-laws will
provide for indemnification and exculpation of directors to the
fullest extent permitted under applicable law.
2.3
Meetings of the Board and Sub-Boards .
The Company agrees that it will hold a meeting of the Board, and
will cause each of its Subsidiaries to hold a meeting of such
Subsidiary’s Sub-Board, at least two (2) times per fiscal
year.
2.4
Group Matters. Linkwell
and the Company agree that all decisions and matters that may
affect any Group Member or the Group as a whole shall be discussed
and decided by the Board in accordance with the provisions of this
Agreement.
2.5
The Company .
The Company agrees not to give effect to any action by any holder
of Shares which is in contravention of this Section 2.
3.1
Dividend Policy .
The Stockholders shall, as soon as reasonably practicable after the
date of this Agreement, agree in good faith a dividend policy for
the Company and for each of its Subsidiaries (the “
Dividend Policy ”).
Until
the Dividend Policy has been so agreed, the Company shall not, and
shall cause its Subsidiaries not to, declare or pay any dividend or
make any distribution on any Shares.
3.2
Financial Information .
The Company will provide to Ecolab the following
reports:
3.2.1
As
soon as practicable after the end of each fiscal year, and in
any event within 90 days thereafter, audited consolidated
balance sheets of the Company and its Subsidiaries, as of the
end of the fiscal year, and audited consolidated statements of
income and cash flows of the Company and its Subsidiaries for
the year, prepared in accordance with United States generally
accepted accounting principles, consistently applied, and
setting out in each case in comparative form the figures for
the previous fiscal year, all in reasonable detail and
certified by independent public accountants of national
standing; and
3.2.2
As
soon as practicable after the end of each fiscal quarter, and
in any event within 45 days after each fiscal quarter, an
unaudited quarterly report including a balance sheet, profit
and loss statement and cash flow analysis prepared in
accordance with United States generally accepted accounting
principles, consistently applied, (other than for accompanying
notes and subject to changes resulting from year-end audit
adjustments) as of the end of and for the year to date and
quarter ending on the last day of such fiscal quarter, and a
comparison of such results to the Company’s Annual
Business Plan and Budget for such period.
3.3
Inspection .
The Company shall permit, and shall cause its Subsidiaries to
permit, each Stockholder, at such Stockholder’s expense, to
visit and inspect any Group Member’s properties, examine its
books of account and records, and discuss its affairs, finances and
accounts with its officers, during normal business hours of such
Group Member as may be reasonably requested by such Stockholder;
provided, however, that no Group Member shall be obligated pursuant
to this
Section 3.3 to
provide access to any information that it reasonably considers to
be a trade secret or confidential information (unless covered by an
enforceable confidentiality agreement) or the disclosure of which
would adversely affect the attorney-client privilege between the
Group Member and its counsel.
3.4
Business Plan and Budget .
The
Company shall furnish to the Board, no later than thirty (30) days
prior to the start of each new fiscal year, an annual business plan
(the “
Business Plan and Budget ”)
for the Company and its Subsidiaries, which business plan shall
include annual capital and operating budgets in reasonable detail,
a projected financial statement for such fiscal year on a monthly
basis, and operating goals for each functional unit of the Company
and its Subsidiaries, and promptly after preparation from time to
time, any revisions in the forecasts contained therein.
In
order to be adopted, the capital expenditure proposals of each such
annual Business Plan and Budget shall need to be
approved by a majority of the Board (with all directors present and
voting), except that capital expenditure proposals involving
lines
of business not related to infection control or
healthcare shall
need to be unanimously approved by the Board (with all directors
present and voting). The remainder of each such annual Business
Plan and Budget shall need to be approved by a majority of the
Board (and not just of those present at the relevant meeting). The
provisions of this
Section 3.4 shall
in no circumstances be deemed to constitute an exception or
qualification to the obligations of the Company to obtain the
affirmative vote of the Ecolab Director to those matters set forth
in paragraphs (a) through (v) of
Section 3.5 below.
3.5
Negative Covenants and Agreements .
The Company hereby covenants and agrees that it shall not, and
shall not permit its Subsidiaries to, do any of the following
without the prior written approval of Ecolab:
(a)
make
any loan or advance to, or own any stock or other securities
of, any corporation, partnership or other entity unless it is
wholly owned by the Company;
(b)
make
any loan or advance to any Person, including, without
limitation, any employee or director, except advances and
similar expenditures in the ordinary course of
business;
(c)
directly
or indirectly guarantee or otherwise in any way become liable
with respect to the obligations or liabilities of any Person,
other than a Subsidiary, except by endorsement of instruments
or items of payment for deposit to the general account of the
Company or any Subsidiary;
(d)
make
any capital expenditures or incur any research and development
costs, in each case, in one or a series of related
transactions, in excess of 125% of the amounts set forth in
the Business Plan and Budget for the relevant fiscal
year;
(e)
incur
indebtedness for borrowed money, unless, immediately following
such incurrence, each of the following ratios would continue
to be met: (i) a Total Debt to Capital Ratio of less than 20%,
(ii) a Current Ratio of greater than 2, and (iii) a Debt to
Total Asset Ratio of less than 15%;
(f)
except
to the extent reasonably necessary to secure permitted
indebtedness, pledge, encumber, or grant any security interest
in, any asset of the Company or any of its
Subsidiaries;
(g)
enter
into or be a party to any transaction with any director,
officer or employee of the Company or any Subsidiary of the
Company or any “associate” (as defined in Rule
12b-2 promulgated under the Securities Exchange Act of 1934)
of any such Person;
(h)
enter
into or be a party to any transaction with any Affiliate
(other than Subsidiaries) other than on an arm’s length
basis with terms materially comparable to those that would be
available from a non-affiliated third party; provided that
such transaction is reasonably necessary to conduct the
business and operations of the Company in the ordinary
course;
(i)
issue
or sell any equity securities (i) of any class of share other
than Common Stock, (ii) to any Ecolab Competitor, or (iii) if
such issuance or sale would result in Ecolab and its
Affiliates together holding less than 25% of the Fully Diluted
Shares immediately following such issuance or
sale;
(j)
change
the principal business of the Company or any of its
Subsidiaries, enter new lines of business, or exit the current
line of business;
(k)
effect
any Business Sale, except in accordance with
Section 8 ;
(l)
other
than a Business Sale, effect any sale, lease, assignment,
transfer or other conveyance (other than the grant of a
mortgage or security interest in connection with permitted
indebtedness for borrowed money) of any substantial part
(i.e., more than ten percent (10%) of the book value as
reflected on the most recent fiscal-year-end consolidated
balance sheet of the Company) of the properties or assets of
the Company or any of its Subsidiaries, or any consolidation
or merger involving the Company or any of its
Subsidiaries;
(m)
effect
any reduction of capital, recapitalization, liquidation,
dissolution or winding-up of the Company or any of its
Subsidiaries;
(n)
effect
any sale, lease, assignment, transfer or other conveyance
(other than the grant of a mortgage or security interest in
connection with permitted indebtedness for borrowed money) of
any assets of the Company or any of its Subsidiaries, other
than of obsolete equipment or of inventory in the ordinary
course of trading;
(o)
approve
or consummate a sale of all or any part of the equity capital
of any Subsidiary of the Company to any Person or group of
affiliated Persons;
(p)
amend
the articles of incorporation or the By-laws or any
organizational document of the Company or any of its
Subsidiaries;
(q)
purchase
or redeem, or set aside any sums for the purchase or
redemption of, stock;
(r)
declare
or pay any dividend or make any distribution on any shares,
except for dividends or other distributions in accordance with
the Dividend Policy;
(s)
adopt
any stock option, restricted stock or other equity incentive
plan, or grant to any of the Company’s or any of its
Subsidiaries’ employees, consultants, officers,
directors or affiliates options to purchase
shares;
(t)
acquire,
whether by merger, consolidation or otherwise, the securities
of, or assets representing all or substantially all or any
substantial part of the business of, any other
Person;
(u)
enter
into any joint venture, partnership or other strategic
alliance which requires the investments, expenditures or
contributions of cash, property or services by the Company or
any of the Company’s Subsidiaries with an aggregate
value in excess of U.S. $250,000 during any fiscal year;
or
(v)
form
or organize a Subsidiary, whether wholly-owned or
otherwise.
4.1
Put Option .
(a)
A
t
any time (i) after the second anniversary but prior to the
fourth anniversary of Closing, or (ii) in the period of three
(3) months following: (A) any material breach by the Company
or a Subsidiary of any of the Commercial Agreements that may
have a cumulative impact on Ecolab of US$ 50,000 or more, (B)
the end of the seventh (7th) month after the Closing Date, if
Shanghai Likang Disinfectant High-Tech Company, Limited
(“
Likang Disinfectant ”)
fails to complete the acquisition and become the registered owner
of the land-use rights, free and clear of Encumbrances (as
evidenced by the receipt of valid land-use right certificates and
building ownership certificates) for the 4,384 square meter plot of
land and the workshops constructed thereon located at No. 1104, Jia
Tang Gong Road, Jiading District that Likang Disinfectant purchased
from Zhung-Yiu Pharmaceutical pursuant to an agreement dated August
5, 2005, or (C) the incurrence by any Company Subsidiary of any
material fine, penalty, disruption of operations, expense, costs or
other loss as a result of such Company Subsidiary not having any
land use rights, building ownership rights or governmental
authorization that it may require in respect of its operations
(each, a “
Put Window ”),
Ecolab shall have the right (the “
Put Right ”)
to require Linkwell to purchase, and Linkwell shall be obligated to
purchase, all of the shares of Common Stock purchased by Ecolab
pursuant to the Stock Purchase Agreement (the “
Put Shares ”).
Ecolab may exercise the Put Right by providing written notice (the
“
Put Notice ”)
to Linkwell and the Company at any time during a Put Window. Ecolab
shall have no Put Right if Ecolab has, prior to the date it would
otherwise issue a Put Notice, acquired all of the outstanding
equity interests of the Company.
(b)
Linkwell
shall, within five (5) business days after its receipt of the
Put Notice, determine whether the consideration payable for
the Put Shares shall be either (a) cash in the amount of Two
Million Four Hundred Thousand Dollars ($2,400,000) (the
“
Cash Consideration ”),
or (b) shares of common stock in the capital of Linkwell in an
amount calculated pursuant to Section (c) below (the “
Stock Consideration Shares ”),
and shall inform Ecolab in writing of such
determination.
(c)
If
Linkwell elects to pay Stock Consideration Shares for the Put
Shares, the number of shares of Linkwell common stock forming
the Stock Consideration Shares shall be the lesser of (a) Ten
Million (10,000,000) shares of Linkwell common stock, or (b)
such number of shares of Linkwell common stock as is
determined by dividing (i) 3,500,000 by (ii) the average daily
closing price of Linkwell common stock, as derived from the
OTC Bulletin Board website, for the twenty (20) days on which
Linkwell shares of common stock were traded on the OTC
Bulletin Board prior to the date of the Put
Notice.
(d)
The
closing of a transaction pursuant to the Put Right (the
“
Put Closing ”)
shall be held on a date mutually agreed upon by Linkwell and Ecolab
but in any event no later than 90 days following Linkwell’s
receipt of the Put Notice. At the Put Closing, Ecolab shall deliver
to Linkwell, against payment of the aggregate Put Price, stock
certificates, together with stock powers duly endorsed in blank, or
affidavits of lost stock certificates (together with
indemnification therefor reasonably satisfactory to Linkwell), if
applicable, evidencing the Put Shares. If Linkwell has elected to
pay Cash Consideration for the Put Shares, at the Put Closing,
Linkwell shall deliver to Ecolab the Cash Consideration by wire
transfer of immediately available funds to such account as Ecolab
may designate. The Put Shares shall be delivered to Linkwell at the
Put Closing
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