Exhibit 10.1
SHARE TRANSFER AGREEMENT
THIS SHARE TRANSFER AGREEMENT (the “ Agreement
”) is effective November 12, 2007 by and among
:
| 1. |
|
TeleTech Europe B.V. , a company
incorporated in and under the laws of The Netherlands and having
its registered office at Maassluisstraut, 416a, 1062GS, Amsterdam,
The Netherlands (hereinafter referred to as “ TE
” or the “ Selling Shareholder ” which
expressions shall unless repugnant to the context or meaning
thereof be deemed to include its successors and permitted assigns);
and
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| 2. |
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World Focus, a company incorporated in
and under the laws of Mauritius and having its registered office at
10 FRERE Felix de Valois Stret, Port Louis Mauritius (hereinafter
referred to as “ Purchaser ” which expression
shall unless repugnant to the context or meaning there of be deemed
to include its successors and permitted assigns); and
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| 3. |
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Customer Solutions Mauritius , a
company incorporated in and under the laws of Mauritius and having
its registered office at 608 St. James Court, St. Denis Street,
Port Louis, Mauritus (hereinafter referred to as the “
Company ”, which expression shall unless repugnant to
the context or meaning thereof be deemed to include its successors
and permitted assigns); and
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| 4. |
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TeleTech Services (India) Ltd ., a
company incorporated in India under the Companies Act, 1956, and
having its registered office at H- 5/12, Mehrauli Road, Qutab
Ambience, New Delhi 110030 , India (hereinafter referred to as the
“ TeleTech India ”, which expression shall
unless repugnant to the context or meaning thereof be deemed to
include its successors and permitted assigns). TeleTech India is a
joint venture owned by the Company and BVL, as defined below.
|
The
Selling Shareholder, the Purchaser, the Company and TeleTech India
are hereinafter collectively referred to as the “
Parties ” and severally as a “ Party
”.
WHEREAS:
| A. |
|
TE is the legal and beneficial holder of 100%
of the subscribed, issued and paid up capital of the Company being
a total of one equity share. In 2004, the equity share of the
Company was transferred to TE;
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| B. |
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TeleTech India is predominantly engaged in the
business of BPO services particularly to Bharti Airtel Limited and
other companies and the Company owns 60% of TeleTech India being a
total of 24,792,606 of the issued and paid up capital of TeleTech
India with the remaining 40% of TeleTech India held by Bharti
Ventures Limited, a company incorporated in India under the
Companies Act, 1956, and having its registered office at H- 5/12,
Mehrauli Road, Qutab Ambience, New Delhi 110030 (hereinafter
referred to as the “ BVL” ). TeleTech India was
formed to carry on business information technology enabled services
(ITES) and business process outsourcing (BPO) services in
India;
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| C. |
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The Purchaser is interested in acquiring 60%
of the shareholding in TeleTech India by acquiring the entire share
capital of the Company from the Selling Shareholder free and clear
of all Encumbrances as defined below; and
|
| D. |
|
The Selling Shareholder has agreed to sell and
transfer to the Purchaser its entire shareholding in the Company
constituting 100% of the fully paid up share capital of the Company
on the terms and conditions set out hereinafter.
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NOW in consideration of the payments,
representations, warranties, covenants, agreements and indemnities
herein contained, including the recitals which form an integral and
binding part of this Agreement, the Parties agree as follows:
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| 1. |
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DEFINITIONS AND INTERPRETATION
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| 1.1 |
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DEFINITIONS
|
In
this Agreement (including the Recitals, Appendices and Schedules),
except where the context otherwise requires, the following words
and expressions shall have the following meanings:
“Agreement” means this Share Transfer Agreement
(including the Recitals and Schedules attached thereto) as may be
from time to time amended, supplemented or replaced or otherwise
modified and includes any document which amends, supplements,
replaces or otherwise modifies this Agreement in accordance with
the provisions of this Agreement.
“Applicable Law” means and includes any
applicable statute, ordinance, regulation, rule, order, bye-law,
administrative or judicial interpretation, writ, injunction,
directive, judgment or decree or other instrument which has the
force of law applicable to any Party.
“Aegis” means Aegis BPO Services Limited, a
company incorporated in India under the Companies Act, 1956, and
having its registered office at Essar House, 11, K. K. Marg,
Mahalxmi, Mumbai 400034 and which is separately purchasing the BVL
Shares as defined below.
“ BVL Shares ” means the 16,528,404 Shares held
by BVL, free and clear of any Encumbrances and constituting 40% of
total Share capital of the Company;
“Board” or “Board of Directors”
means the board of directors of the Selling Shareholder, the
Company or TeleTech India as the context may indicate.
“ Business ” means the business process
outsourcing (BPO) services provided by TeleTech India in India
to clients in India. For avoidance of any doubt, the business does
not include BPO services provided by TeleTech India in India to
clients outside India.
“Business Day” means any day other than a Public
Holiday as defined in section 2(38) of the Companies Act,
1956.
“ Bharti TeleTech Limited ” means Bharti
TeleTech Limited, a company incorporated under the Companies Act,
1956 having its registered office at Plot No. 6, 34 EHP,
Gurgaon.
“BIL ” means Bharti Infotrac Limited, a Bharti
Group company.
“ Closing Date ” means the date on which the
Completion shall be achieved.
“Completion” or “Completion of Share
Transfer ” means the date on which all Conditions
Precedent are fulfilled unless any of these are specifically waived
in writing and completion of the transfer of legal and beneficial
interest in the Sale Shares from the Selling Shareholder to the
Purchaser as contemplated herein.
“ Completion Board Meeting ” means the meeting
of the Board of Directors held on or before the Closing Date during
which all matters and resolutions required as Closing deliverables,
including the appointment of the Purchaser’s nominee
Directors shall be finalised, approved, passed and recorded by the
Board.
“ CSM Shares ” means the 24,792,606 equity
shares constituting 60% of the total issued and paid up share
capital of TeleTech India held by the Company free and clear of all
Encumbrances.
“ Directors ” mean any member, for the time
being, of the Board.
“ Effective Date ” means November 12,
2007.
“ Encumbrance ” means any mortgage, charge
(whether fixed or floating), pledge, lien, option, right of
retention of title, rights of first refusal, pre emptive rights, or
any other form of security, interest or any obligation or any other
third party claims of any other nature or other encumbrances
(including conditional obligation) to create any of the same, in
any jurisdiction.
“Escrow Agent and Escrow Agreement” means the
agent appointed pursuant to the escrow agreement that would be
entered into between the Purchaser and the Selling Shareholder as a
condition precedent to the Closing Date as stipulated in Clause 3
of this Agreement.
“ Excluded Liabilities ” means the liabilities
of TeleTech India as identified in Clause 7.7 in this
Agreement.
“ Intellectual Property Rights ” or “
IPR ” means any patents, trademarks, designs,
applications for any of such rights, copyrights, trade or business
names, inventions, processes, know-how, integrated circuits,
exploitation of any present or future technologies and other
industrial property rights.
“ Losses ” mean any and all damages, costs,
liabilities, losses, judgments, penalties, fines, expenses or other
costs, including reasonable attorney’s fees, expert fees and
costs of investigation suffered by an Indemnified Party.
“Material Adverse Effect” means the effect of
any event(s) which is or may be expected to have a material adverse
effect on the Business, results of operation, or financial
condition of the Company, taken as a whole.
“Purchase Price” means the price equivalent to
60% of Rs. 550,000,000/- minus the 60% of the excess of current
liabilities over current assets of TeleTech India as at Closing
Date which is estimated as on October 24, 2007 to be a lump
sum price of US $ 7,783,375 (US Dollars Seven Million, Seven
Hundred and Eighty Three Thousand and Three Hundred and Seventy
Five only) for the Sale Shares to be paid by Purchaser to the
Selling Shareholder . The Purchase Price shall be paid to
the Selling Shareholder in United States (“US”)
Dollars.
“ Sale Shares ” means collectively 100% fully
paid up and issued equity shares in the Company held by the Selling
Shareholder free and clear of all Encumbrances.
“ Share/s” means all the issued and outstanding
shares of the Company held by the Selling Shareholder and the CSM
Shares free and clear of all Encumbrances.
“Share Transfer” means a valid transfer of Sale
Shares under this Agreement from the Selling Shareholder to the
Purchaser free and clear of all Encumbrances.
“ Taxation ” means all forms of direct and
indirect taxation, duties, cess, imposts, levies and rates,
whenever created or imposed and whether in India or any other
jurisdiction, and all penalties and interest payable in respect of
these, and “ Taxes ” shall be construed
accordingly.
“ TeleTech Holdings ”, means TeleTech Holdings,
Inc. a corporation established under the laws of Delaware, USA and
having its registered office at 9197 South Peoria street,
Englewood, CO 80112 which is an Affiliate of the Selling
Shareholder.
“Transition Period” means a period of up to nine
(9) months from the Closing Date.
“ Warranties ” mean the warranties and
representations provided by the Company, the Selling Shareholder,
TeleTech India and the Purchaser as at October 24, 2007 as set
forth in Schedule I attached hereto.
INTERPRETATION
| 1.2 |
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Headings are used for convenience only and
shall not affect the interpretation of this Agreement.
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| 1.3 |
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In this Agreement (unless the context
specifies otherwise), reference to the singular includes a
reference to the plural and vice versa , and reference to
any gender includes a reference to all other gender.
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| 1.4 |
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In this Agreement (unless the context
specifies otherwise), references to the Recitals, Articles,
Clauses, Schedules and Appendices shall be deemed to be a reference
to the recitals, articles, clauses, schedules and appendices of
this Agreement.
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| 1.5 |
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In this Agreement, reference to any person
includes any legal or natural person, partnership, firm, trust,
company, government or local authority, department or other body
(whether incorporated or otherwise).
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| 1.6 |
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References to any enactment are to be
construed as referring also to any amendment or re-enactment
(whether before or after the date of this Agreement), any previous
enactment which such enactment has replaced (with or without
amendment) and to any regulation or order made under it.
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| 1.7 |
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Reference in this Agreement to any statute or
regulation made using a commonly used abbreviation, shall be
construed as a reference to the short title of the statute or full
title of the regulation.
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| 2. |
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SALE AND PURCHASE OF SALE SHARES
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| 2.1 |
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Sale of Sale Shares: At the
Closing Date, the Selling Shareholder shall sell, transfer and
convey and the Purchaser shall purchase from the Selling
Shareholder all of the Selling Shareholder’s legal and
beneficial interest, right, title and property in the Sale Shares
to and in favour of the Purchaser free from any Encumbrances and to
take and cause to be taken all such steps and actions as may be
necessary or desirable to achieve the Completion of Share Transfer
as set forth below on the Closing Date.
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| 2.2 |
|
Purchase Price : In
consideration for the sale and purchase of the Sale Shares,
Purchaser shall pay to the Selling Shareholder on the Closing Date
the Purchase Price by way of a wire transfer to the Bank account
designated in writing one week prior to the proposed Closing Date
by the Selling Shareholder to the Purchaser.
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| 2.2.1 |
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Escrow Agreement: The Parties
agree and undertake to enter into an Escrow Agreement on mutually
agreeable terms and appoint the Escrow Agent on the terms and
conditions set forth in the Escrow Agreement. On the Closing Date
and subject to receipt of joint instructions from the Selling
Shareholder and the Purchaser the Escrow Agent will provide:
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| a. |
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All the Share certificates of the Company and
TeleTech India, duly endorsed in the name of the Purchaser, as
applicable, along with duly executed, valid and adequately stamped
Share Transfer Deeds to the Purchaser as per Applicable Law in
Mauritius and India;
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| b |
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The certified true copies of the Minutes of
the Completion Board Meeting held by the Company’s Board and
the Board of TeleTech India appointing the Purchaser’s
nominees to the Company’s and TeleTech India’s Board
and accepting the resignations of the TE nominees from the
Company’s Board and the Board of TeleTech India, along with
the applicable forms filed in this regard;
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| c. |
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Aegis shall provide evidence that it is able
and ready to pay on Closing Date the dues to “TeleTech”
listed in Annexure 17 of the Disclosure Letter on account of
TeleTech India Letter which due amount may be modified 5 days
prior to Closing Date with consent of Parties to reflect updated
amounts, if any, after TeleTech India provides the regulatory
approvals under Applicable Law in this regard as stated in sub
clause 3.1.4 (xix) and (xx) below and shall do so through
a special no lien account named ‘TeleTech India’ opened
for this purpose.
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| d. |
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Receipt from the Selling Shareholder TE to the
Purchaser that it has received the full and final Purchase Price
for the Sale Shares.
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| e. |
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A certificate from the CEO (or other officer)
of the Company, TeleTech India and the Selling Shareholder to the
Purchaser stating that representations and warranties provided as
on October 24, 2007 are true and accurate as of the Closing
Date and that no Material Adverse Effect has occurred.
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| 2.3 |
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Completion of Share Transfer shall take place
as mutually agreed between the Parties, within five (5) days
of the fulfilment of the Conditions Precedent by the Parties as
applicable to each of them, as the case may be.
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| 2.3.1 |
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Completion Activities :
The Boards of Directors of the Company and Teletech India shall
convene the Completion Board Meeting to be held on or before the
Closing Date to achieve the Completion of Share Transfer and the
Selling Shareholder shall cause the Directors to take inter-alia
the following steps:
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| a. |
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Pursuant to Clause 2.1, Selling Shareholder
shall sell, transfer, convey, assign and deliver the Sale Shares to
the Purchaser. The Selling Shareholder shall present the original
share certificates evidencing their ownership of the Sale Shares
and shall execute the share transfer deed(s) adequately stamped for
transfer of the same. The cost of the stamping will be borne by the
Purchaser.
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| b. |
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Purchaser shall accept the transfer of the
Sale Shares from the Selling Shareholder and shall make the
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payment of the Purchase Price in the manner
set out above. The Purchaser shall present the original share
certificates along with duly executed share transfer deeds
adequately stamped to the Board of Directors of the Company and
TeleTech India as the case may be for the relevant Share
Certificates.
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| c. |
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The Boards of Directors of the Company and
TeleTech India shall approve the transfer of Sale Shares from the
Selling Shareholder and BVL to the Purchaser, as applicable in the
context, make necessary entries in the statutory records of the
Company and TeleTech India including entering the name of the
Purchaser as the legal and beneficial owner of the Sale Shares,
free and clear of all Encumbrances, in the register of members of
the Company and return the original share certificates to the
Purchaser duly endorsed in the name of the Purchaser as the legal
and beneficial owner of the Sale Shares evidenced thereunder with
the transfer details.
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| d. |
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Board of Directors of the Company and TeleTech
India shall cause the Board to appoint such new Directors of the
Company and TeleTech India as are nominated by the Purchaser
(“Reconstituted Board”).
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| e. |
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All the earlier Directors of the Company and
TeleTech India shall submit their unconditional and irrevocable
resignations to their respective Board of Directors stating
specifically in such resignation letters that none of them have any
claims against the Company or TeleTech India or their shareholders
whether for loss of office or otherwise.
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| f. |
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All powers of attorney / authority letters
issued in favour of the resigning Directors of both the Company and
TeleTech India shall be revoked and any resolutions passed in this
regard shall be superseded.
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| g. |
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The Board of Directors of the Company and
TeleTech India shall consider and accept the resignation of the
Directors of the Company and TeleTech India with effect from the
Closing Date and authorise one of the Directors in each to file all
necessary forms with the relevant RoC recording such change in
Directors.
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| h. |
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TeleTech India, the Company, the Selling
Shareholder and BVL shall make necessary filings with the
applicable regulatory authorities as required by Applicable Law in
India, Mauritius and The Netherlands including but not limited to
filing the relevant forms with the applicable regulatory
authorities.
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| i. |
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All guarantees or other such financial
obligations issued or provided to any Affiliates of the Company and
TeleTech India shall be revoked and any resolutions passed in this
regard shall be superseded.
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| j. |
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All the Sale Share certificates shall be duly
endorsed in the name of the Purchaser.
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| k. |
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The Selling Shareholder shall provide a
receipt that they have received the full and final consideration
for the Sale Shares.
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| l. |
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The certified true copies of the Minutes of
the Completion Board Meeting held by the Company’s Board
appointing the Purchaser’s nominees to the Company’s
Board and accepting the resignations of the Selling
Shareholder’s nominees from the Company’s Board, along
with evidence of filing the applicable forms recoding such change
in Directors in this regard.
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| 2.3.2 |
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Completion shall be deemed to have occurred
after satisfaction of the Conditions Precedent and when each of the
aforesaid acts and deeds have been completed and shall be treated
as completed
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contemporaneously and no proceedings shall be
deemed to be taken nor any documents executed or delivered at the
Completion until all have been so taken, executed and delivered,
unless waived in writing by the Purchaser.
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| 2.4 |
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Management of the Company and TeleTech
India after the Completion : The Parties understand
that after the Completion of Share Transfer, all powers and
authority of management of the Company and TeleTech India shall
vest in the Reconstituted Board of the Company and TeleTech India
respectively. The respective Reconstituted Boards of Company and
TeleTech India shall have authority to further reconstitute the
Board of Directors of the Company and TeleTech India as it may deem
appropriate from time to time.
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| 2.5 |
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Stand-Still Pending Completion and
Negative Covenants : Unless the Purchaser otherwise
agrees in writing, the Company and TeleTech India shall not and the
Selling Shareholder shall cause that the Company and/or TeleTech
India does not during the period between execution of this
Agreement and the Completion:
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| a. |
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Issue or permit to be subscribed any Shares
and other equity linked securities, other securities, splits,
buy-backs, warrants, options, bonus issues, convertible debt
instruments, debt and other securities whether convertible into or
exchangeable with Shares of the Company or TeleTech India or create
any new class of shares change or in any manner alter the capital
structure of the Company or TeleTech India and or issue equity
shares;
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| b. |
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change the face value of or rights attached to
the Sale Shares held by the Selling Shareholder in the Company or
the CSM Shares held by the Company in TeleTech India;
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| c. |
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take any other action through reorganisation,
consolidation, merger, sale of assets or otherwise of either of the
Company or TeleTech India;
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| d. |
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diversify or restructure the nature of the
Business of the Company or TeleTech India;
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| e. |
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borrow or enter into new contracts for
borrowings, money from any person whether secured or unsecured save
and except a working capital credit of up to Rs.5 crores from any
Bank to be used in the ordinary course of business of TeleTech
India;
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| f. |
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create any Encumbrance under the laws of any
jurisdiction on the assets or future assets of the Company or
Teletech India whether tangible or intangible or any right or
interest of the Company or TeleTech India in any assets or IPR or
revenues of the Company or TeleTech India or the Sale Shares or the
CSM Shares or any part thereof or provide any security, guarantee
or indemnity in respect of any debt, including creation of any
subordinated debt of a third party, including without limitation
the shareholders of the Company or TeleTech India, except in the
ordinary course of business;
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| g. |
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declare or pay any dividends in either of the
Company or TeleTech India;
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| h. |
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grant any options or commitments to any third
party (including but not limited to any employees of the Company or
TeleTech India) regarding issue, allotment, transfer, grant of any
shares or other securities of the Company or TeleTech India, as the
case may be;
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| i. |
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take any actions which would have a Material
Adverse Effect;
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| k. |
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sell, transfer, lease, assign or otherwise
dispose of a material part of the undertaking, property and/or
assets of the Company or TeleTech India, as the case may be, except
in the ordinary course of business;
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| l. |
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enter into any contract, transaction,
arrangement or commitment or any other activities of any nature
save for the Business;
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| m. |
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commence the prosecution or defense of or
settle any legal or arbitration proceedings with respect to the
Company or TeleTech India, as the case may be, except in the
ordinary course of Business;
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| n. |
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make any change in the financial and
accounting policies of the Company or TeleTech India;
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| o. |
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recruit, elect, dismiss or change the
remuneration or conditions of any employee of the Company or
TeleTech India, except in the ordinary course of Business;
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| p. |
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appoint or change its internal/statutory
auditors; approve the annual accounts of the Company and TeleTech
India or make any deviations thereto;
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| q. |
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carry out acquisition or disposal of any
investments in any other entities including:
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• |
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investment in a joint venture;
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• |
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formation of or investment in
subsidiary;
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• |
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acquisition of shares or units in a listed or
unlisted company;
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• |
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investment in an entity which is a related
party;
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| r. |
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amend the Company’s and TeleTech
India’s Memorandum and/ or Articles of Association and/or
other charter documents of the same; change the accounting year,
accounting policy or the registered office of the Company and
TeleTech India; or commence winding up of the operations of the
Company and TeleTech India or liquidation of the Company and
TeleTech India;
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| s. |
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enter into any strategic/financial/other
alliance with a third party or enter into new contracts, except in
the ordinary course of Business;
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| t. |
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Distribute profits/commission to the Directors
or employees or to any third parties except performance linked
incentives to be distributed in December (Approximately US $
25,000/-) to the employees of TeleTech India under the human
resource policy of TeleTech India, other than as stipulated under
the respective HR policies currently prevalent in the two
entities.
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| 2.7. |
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The Selling Shareholder shall deposit an
amount equal to 10% of the Purchase Price (the “ Escrow
Amount ”) for a period of twelve (12) months from
the Closing Date (“ Escrow Period ”) into an
Escrow Account with a mutually agreed Escrow Agent, which would be
adjusted against any Excluded Liabilities and matters as specified
in clause 7.7 below. On satisfaction of such Excluded Liabilities
or expiry of Escrow Period whichever is earlier, the Escrow Agent
shall release the Escrow Amount, if any remaining in the Escrow
Account to the Selling Shareholder.
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| 2.8 |
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On or prior to the Closing Date the auditors
designated by the Purchaser shall conduct, and shall have a right
to observe a count of the inventory of the assets as of such
Closing Date.
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| 3. |
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CONDITIONS PRECEDENT
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| 3.1 |
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Conditions Precedent to Completion and
performance of the Parties.
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| 3.1.1 |
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The obligations of the Parties to consummate
the transactions under this Agreement are subject to the
fulfilment, prior to or at Completion, of each of the following
conditions unless waived in writing by the concerned receiving
Party of a particular deliverable:
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| 3.1.2 |
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Representations and Warranties:
All representations and warranties of the Parties contained in this
Agreement are provided as at October 24, 2007 shall be true
and correct at and as of the time of Completion on the Closing Date
except for changes resulting from any action consented to in
writing by the non-representing Party.
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| 3.1.3 |
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Material Adverse Changes: From
October 24, 2007 until Completion, there shall not have
occurred a Material Adverse Effect on the Company or TeleTech
India.
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| 3.1.4 |
|
Covenants. The Selling
Shareholder, the Company and TeleTech India shall have performed
and complied in all material respects with all obligations and
covenants required by this Agreement to be performed or complied by
each of them prior to or at Completion and shall provide each of
the following to the satisfaction of the Purchaser on or prior to
the Closing Date.
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| i. |
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TeleTech India providing to the Purchaser a
nil dues letter in form and substance satisfactory to the
Purchaser, from Bharti TeleTech Limited that there are no
liabilities or past dues in Bharti TeleTech Limited’s favour
owed or subsisting under the Leave and License agreement for the
premises at Plot No. 6, Sector 34, EHTP, Gurgaon, Haryana of
TeleTech India up to the Closing Date and that Bharti TeleTech
Limited has no claims against the Company in this regard and a
license to use such premises shall be entered into for the duration
of the Transition Period.
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| ii. |
|
The Selling Shareholder and Purchaser shall
execute an escrow agreement on mutually agreeable terms with
respect to the Escrow Account.
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| iii. |
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The Lo End Facilities Agreement dated
February 7, 2004 between Bharti Projects (P) Ltd.
(“BPPL”) and TeleTech India and the High-end, Low- end
agreement dated February 7, 2004 between TeleTech India and
Bharti TeleTech Limited to be terminated and BPPL providing a nil
dues certificate to TeleTech India that but for the pending amounts
under this Agreement as listed in Part D of Schedule I,
no amounts are due under these agreements and expressly waiving any
claims that it may have under such agreements and a license to use
such facilities as stipulated under the Lo End Facilities Agreement
shall be entered into for the duration of the Transition
Period.
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| iv. |
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The respective Boards and shareholders of the
Purchaser, the Company, TeleTech India and the Selling Shareholder
passing necessary resolutions authorizing the authorized
representative of the Purchaser, the Company, TeleTech India and
the Selling Shareholder as the case may be to execute, enter into
and consummate the transactions contemplated in this
Agreement.
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| v. |
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The Selling Shareholder and TeleTech India
having furnished to the Purchaser copies of the audited financial
statements of the Company and the TeleTech India for the year ended
March 31, 2007, along with all filings duly having been made
with the Income Tax Department for the year ended March 31,
2007 and the audited financials of TeleTech India and the Company
for the period ended September 30, 2007.
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| |
| vi. |
|
TeleTech India and the Company shall ensure a
transfer to the Purchaser or its designated nominee
|
| |
|
all contributions in respect of the employees
of the in the Bharti Benevolent Fund (BBF), including contribution
required to be made by the Company for the period up to Closing
Date.
|
| |
| vii. |
|
TeleTech India and the Company providing to
the Purchaser a schedule bearing the names and details of all
employees and ex employees of the Company and TeleTech India Group
Superannuation scheme maintained with Om Kotak Mahindra Life
Insurance.
|
| |
| viii. |
|
TeleTech India certifying that all past
liabilities up to Closing Date have been paid by the Company and
TeleTech India, save and except such liabilities specifically
agreed by the Purchaser to be retained by TeleTech India which are
as listed in Part D of Schedule I and in Schedule II
attached to this Agreement.
|
| |
| ix. |
|
TeleTech India providing to the Purchaser a
nil-due certificate from BIL with regard to the lease of BIL
premises situated at Okhla to TeleTech India.
|
| |
| x. |
|
the Company and the Selling Shareholder
procuring from their Affiliates an undertaking to use their best
efforts to transfer and assign the licenses to use Microsoft Office
in favour of TeleTech India.
|
| |
| xi. |
|
TeleTech India and the Selling Shareholder
providing to the Purchaser evidence of the due termination of
(a) the Software and Intellectual Property and License
Agreement dated July 17, 2004 between TeleTech Holdings Inc.
and the TeleTech India (b) TeleTech Service Agreement dated
January 1,2005 between TeleTech Service Corporation and
TeleTech India.
|
| |
| xii. |
|
TeleTech India shall provide to the Purchaser
a written no claims letter from Bharti Airtel Limited to the
Company in form and substance satisfactory to the Purchaser under
the Master Service Agreement.
|
| |
| xiii. |
|
Selling Shareholder providing a copy of a
letter from TeleTech India to IBM requesting that the IBM contract
with the Company valid up to 2010 not be terminated by IBM due to
change in management and control in the Company.
|
| |
| xiv. |
|
TeleTech Holdings Inc. and/or its Affiliates
will enter into a Transition Services Agreement with TeleTech India
with respect to the provision of certain services to TeleTech India
during the Transition Period upon mutually agreeable terms,
including for providing financial reports with the settled
commercial understanding of providing GigaPop @ US $ 250 per seat
per month payable by TeleTech India in favour of Tele Tech Holdings
Inc. and/or its Affiliates.
|
| |
| xv. |
|
All the agreed deliverables as listed in
Schedule IV.
|
| |
| xvi. |
|
Providing to the Purchaser unqualified
opinions from Counsels from the respective jurisdictions of the
Selling Shareholder and the Company certifying as at Closing Date
the following:
|
| |
(a) |
|
the good standing of the Selling Shareholder
and the Company;
|
| |
(b) |
|
the clear title and marketability of the Sale
Shares to effect the Share Transfer;
|
| |
(c) |
|
the Selling Shareholder being the only owner
and holder of the Sale Shares and that the records of the Company
and statutory authorities as per Applicable Law evidence the
same;
|
| |
(d) |
|
the Sale Shares constitute 100% of the fully
paid up and issued shares of the Company;
|
| |
(e) |
|
there being no fetters or limitations on the
Selling Shareholder to sell and transfer the Sale Shares in favour
of the Purchaser;
|
| |
(f) |
|
no consents or approvals, whether from
statutory authorities or any third parties, being required for the
transfer of the Sale Shares in favour of the Purchaser;
|
| |
(g) |
|
the Selling Shareholder’s capacity to
sell the Sale Shares in favour of the Purchaser free and clear of
any Encumbrances and perform its obligations hereunder; and
|
| |
(h) |
|
The terms and conditions of this Agreement
being binding upon and enforceable against the Selling Shareholder
and the Company under the laws of the Netherlands and Mauritius
respectively.
|
| xvii. |
|
Any such conditions precedent that the Parties
may mutually agree are required based on the information provided
in the draft Disclosure Letter provided to the Purchaser and for
which information the Purchaser needs time to review and understand
per the terms of Clause 7.8 below.
|
| |
| xviii |
|
Completion of Share Transfer shall take place
as per Applicable Law at applicable jurisdictions, within
5 days of the fulfilment of the Conditions Precedent.
|
| |
| xix. |
|
TeleTech India shall provide to the other
Parties the true copies of all approvals received from all
regulatory authorities with regard to remitting the dues to
“TeleTech” as listed in Annexure 17 of the Disclosure
Letter, which amount may be modified 5 days prior to Closing
Date with consent of Parties to reflect updated amounts, if
any,
|
| |
| xx. |
|
Subject to Applicable Law and the receipt of
all regulatory approvals in this regard the Parties, as applicable
in the context, shall assist and ensure that TeleTech India shall
pay to concerned Affiliates of TeleTech Holdings, as applicable,
the amounts listed as ‘Dues to be paid to TeleTech’ at
Annexure 17 of the Disclosure Letter which is attached to this
Agreement which amount may be modified 5 days prior to Closing
Date with consent of Parties to reflect updated amounts, if
any.
|
| |
| xxi. |
|
The Purchaser and the Selling Shareholder
shall provide letter commitments from Aegis and
|
|
