Senin, 07 Juli 2008

SHARE SALE AND PURCHASE AGREEMENT

This SHARE SALE AND PURCHASE AGREEMENT (Agreement) is made on _____________ by and between:

1. _____________ a company established and existing under the laws of the Republic of _____________ and having its registered office at _____________ (Company);

2. AAAA, a company duly incorporated and having its registered office at ___________________ (Vendor); and

3. CCCC. a company duly incorporated in the State of ___________________ and having its office at ___________________ (Purchaser).

WHEREAS:

A. The Company has an authorized capital of US$ ___________________ (___________________ United States Dollar) divided into ___________________ (___________________) shares having a par value of US$___________________ (___________________ United States Dollar).

B. The Vendor is the registered holder and beneficial owner of ___________________ (___________________) fully paid shares in the capital of the Company, being ___________________% (___________________ percent) of the issued capital of the Company, of which ___________________ (one million one hundred twenty five thousand) (Shares) are to be transferred by the Vendor to the Purchaser .

C. The Vendor has agreed to assign and transfer the Shares to the Purchaser and the Purchaser has agreed to accept the Shares from the Vendor upon and subject to the terms and conditions of this Agreement.

IT IS AGREED as follows:

ARTICLE 1

DEFINITIONS AND INTERPRETATIONS

1.1 Definitions

Unless the context requires otherwise in this Agreement (including the Recitals and Schedules hereto):

“Affiliate” means in relation to a signatory to this Agreement, any corporation which is the holding company of such signatory or any entity in which more than 50% of the voting shares are owned either by such signatory or the holding company of such signatory;

"Business Day" means a day (other than a Saturday or Sunday) which foreign exchange banks are open in Jakarta for business;

"Completion" means performance of the acts to be performed on the Completion Date as set out in Article 4; and

"Completion Date" means the Business Day agreed by the Parties in writing.

1.2 Interpretation

In the interpretation of this Agreement, unless the context otherwise requires:

(1) a reference to a Party is a reference to a party of this Agreement;

(2) a reference to any article, paragraph, or schedule is a reference to a article, a paragraph of, or schedule to, this Agreement unless otherwise specified;

(3) a word denoting

(a) the singular includes the plural and vice versa;

(b) any gender includes each other gender;

(c) an individual includes a corporation and vice versa;

(4) headings are for convenience only and shall not affect the construction of this Agreement.

ARTICLE 2

SALE AND PURCHASE OF THE SHARES

2.1 For the consideration set out in Clause 3, the Vendor hereby agrees to sell and transfer, and the Purchaser respectively hereby agrees to purchase and accept from the Vendor, the Shares on the terms and conditions of this Agreement and any other terms and conditions agreed in writing between the Parties.

2.2 The sale and purchase of the Shares will be effective on the Completion Date and payment for the Shares shall be as set out in Article 3.

ARTICLE 3

CONSIDERATION AND PAYMENT

The purchase price for the sale and purchase of the Shares has been agreed in writing between the Parties (Purchase Price) and is payable by the Purchaser to the Vendor on the date of this Agreement (or such other date as agreed in writing between the Parties) and upon terms agreed in writing between the Vendor and the Purchaser.

ARTICLE 4

PROCEDURE OF COMPLETION

4.1 Completion will take place on the Completion Date at the offices of ___________________, or such other place as the Parties may agree in writing.

4.2 Completion shall be subject to the approval by the Investment Coordinating Board (BKPM) of the purchase of the Shares by the Purchaser.

ARTICLE 5

WARRANTIES

5.1 The Vendor hereby irrevocably represents and warrants to the Purchaser that the Shares will be transferred free from any mortgage, charge, lien, pledge or other encumbrance and with all rights, including dividend rights, attached or accruing to them on and from Completion.

5.2 The Purchaser agrees and acknowledges that, other than as set out in Clause 5.1, no warranties or representations are made or given by the Vendor with respect to the Shares or the Company.

ARTICLE 6

TERMINATION

The Parties hereby irrevocably waive the second and third sentences of Article 1266 of the Indonesian Civil Code.

ARTICLE 7

SEVERABILITY

If a court determines that a word, phrase, sentence, paragraph, clause or part is enforceable, illegal or void than it shall be severed and the other provisions of this Agreement shall remain operative.

ARTICLE 8

AMENDMENTS

This Agreement may not be amended, modified, altered or supplemented except by means of a written agreement or other instrument on behalf of each of the parties.

ARTICLE 9

ASSIGNMENT

Except as otherwise permitted hereunder, no party may assign its interests under this Agreement without the prior written consent of the other party.

ARTICLE 10

GOVERNING LAW

This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the Republic of Indonesia and each party irrevocably submits to the exclusive jurisdiction of the relevant courts of the Republic of Indonesia

SIGNED AS AN AGREEMENT:

SIGNED for and on behalf of )

INTEGRATED INGREDIENTS )

INDONESIA PTY LIMITED ) …………………………………..

……………………………………………………….

Witness

SIGNED for and on behalf of )

AAAA by its )

President-Director and Director ) …………………………………..

President - Director

.....................................………………………………

Director

SIGNED for and on behalf of CCCC )

by its President )

in the presence of: ) ………………………………

President

……………………………………………………….

Witness

Tidak ada komentar: