Exhibit 2.13
DATED: February 7, 2003
SHARE SALE AGREEMENT
BETWEEN
SAGE WATER HOLDINGS (BVI)LTD.
AND
DESALCO LIMITED
XXXXXXX XXXXX, XXXXXXX & XXXXXXXXX
ZEPHYR HOUSE
P.O. BOX 709 GT
XXXX STREET
GRAND CAYMAN
CAYMAN ISLANDS
SHARE SALE AGREEMENT
2
Between:
(1) Sage Water Holdings (BVI) Ltd., of X.X. Xxx 000, Xxxx Xxxx, Xxxxxxx,
B.V.I. (hereinafter "the Purchaser") of the first part; and
(2) DesalCo Limited., of P.O. Box 884GT, Grand Cayman, B.W.I.(hereinafter
"the Vendor").
Operative Provisions
1. INTERPRETATION
1.1. In this Agreement the following words and expressions have the
following meanings:
"Company" means Ocean Conversion (BVI) Ltd.
"Completion" is defined in Clause 4.
"Shares" means 165,000 Class C non-voting shares of the
Company held by the Vendor free and clear of all liens,
charges, encumbrances, existing claims or prior calls.
1.2 Clause headings in this Agreement are for ease of reference
only and do not affect the construction of any provision.
2. AGREEMENT FOR SALE
Subject to the terms and conditions of this Agreement, the Vendor shall
sell as beneficial owners and the Purchaser shall purchase the Shares,
free from all liens, charges, encumbrances, existing claims or prior
calls and with all rights attaching to them, with effect from
completion of this Agreement.
3. PURCHASE CONSIDERATION
3.1 The purchase price shall be US$12.85 per share;
3.2 The purchase price shall be paid by way of bankers draft or
wire transfer to such, account as the Vendor may designate;
4. COMPLETION
4.1 Completion of the sale and purchase of the Shares shall take
place at the offices of the Vendor's attorneys, Xxxxxxx Xxxxx,
Xxxxxxx & Xxxxxxxxx, 4(th) Floor Zephyr House, Xxxx Street,
Grand Cayman on December 31,
3
2002 at 1O:OO in the forenoon (or such earlier or later date
as the parties may agree);
4.2 At Completion, the Vendor shall deliver to the Purchaser duly
completed and signed transfers in favour of the Purchaser of
the Shares together with the relevant share certificates.
4.3 A Board Meeting of the Company shall be held (or resolutions
passed) in substantially the form attached at which the
aforesaid transfer shall be approved.
4.4 On completion of the matters referred to above, the Purchaser
will pay the purchase price by bankers draft or wire transfer
to the Vendor's account or accounts.
5. GOVERNING LAW AND JURISDICTION
5.1 The parties hereto agree that the Courts of the British Virgin
Islands shall have the exclusive jurisdiction to settle any
disputes that may arise in connection with this Agreement and
that any judgment or order of a British Virgin Islands Court
in connection with this Agreement is conclusive and binding on
them and may be enforced against them in the courts of any
other jurisdiction.
IN WITNESS WHEREOF the parties hereto have set their hands the day and date
first above written.
SIGNED for and on behalf of )
Sage Water Holdings (BVI) Ltd. ) /s/ Xxxxx Xxxxxxxx
in the presence of: )----------------------------
)
/s/ Xxx Xxxxxx ) /s/ Romney Penn
------------------------------- )----------------------------
Witness )
SIGNED for and on behalf of ) /s/ Xxxxxxxxx X. XxXxxxxxx
XxxxxXx Limited )----------------------------
In Presence of: )
/s/ Xxx Xxxxxx ) /s/ Xxxxxxx X. Xxxxxx
------------------------------- )----------------------------
Witness )