Xxxxxxxx and Mr. XXXXX X. XXXXXXXX --------------------------- Dated as of March 31, 1997 --------------------------- ================================================================================ TABLE OF CONTENTS
Xxxxxxxx and Mr. XXXXX X. XXXXXXXX, the sole shareholders of the Company (together, the "Shareholders"). Certain capitalized terms used in this Agreement are defined in Exhibit A.
Xxxxxxxx and Mr. Prag acknowledge that the certificates representing the Shares wxxx xxxx substantially the following legend unless the Shares are registered pursuant to Section 1.1.7, or such legend can be removed under applicable securities laws: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND WERE OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENT OF THE ACT AND SUCH LAWS. THESE SECURITIES HAVE NOT BEEN APPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THESE SECURITIES. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE ACT, AND/OR THE LAWS OF CERTAIN STATES, OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND, IF REQUIRED BY THE COMPANY, THE HOLDER HAS PROVIDED THE COMPANY WITH A LEGAL OPINION ACCEPTABLE TO THE COMPANY TO THAT EFFECT. While registered pursuant to Section 1.1.7, Liviakis and Mr. Prag acknowledge that the certificates representing the Shares wxxx xxxx substantially the following legend until the Shares are sold to a third party, and the Company has been provided confirmation of sale and prospectus delivery in a form reasonably acceptable to the Company: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE THE SUBJECT OF A REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY BE TRANSFERRED ONLY: (A) (1) IF SUCH REGISTRATION IS EFFECTIVE AS OF THE DATE OF TRANSFER, AND (2) UPON DELIVERY OF CONFIRMATION TO THE COMPANY, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT SUCH SALE WAS MADE IN COMPLIANCE WITH THE PROSPECTUS DELIVERY REQUIREMENTS OF RULES PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION; OR (B) UPON THE COMPANY'S RECEIPT OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION AND/OR PROSPECTUS DELIVERY IS NOT REQUIRED.
Xxxxxxxx and Mr. Xxx Xxx.
Xxxxxxxx and Mr. P.A. Van Alem, hereinafter referred to as: "Buyer";
Xxxxxxxx and Mr. Xxx Xxxxxx; and four independent non-executive directors, namely The Honourable Xxx Xxx Xxxx Xxxx JP, Xx. Xx Man Xxx Xxxx, Xxx Xxx Xxxxx and Mr. Xxx Xxx Fai Xxxxxxx XX.
Xxxxxxxx and Mr. Xx Xxx; the non-executive Directors of the Company are Xx. Xxxx Xxxxx Xxxxx Xxxxxxx, Ms. Xxxx Xxxxxxxxxx Xxx Xxx and Mr. Xxx Xxxxxxx and the independent non-executive Directors of the Company are Xx. Xxx Xxxx, Xx. Xxxx Xxxxx Feng, and Xx. Xxx Xxx.
