EXHIBIT 10.10
STOCK PURCHASE AND SALE AGREEMENT
TREND MICRO INCORPORATED (hereinafter, "Trend Micro"), XXXXX XXXXXX
(hereinafter, "Yamada"), and NIHON UNISOFT CORPORATION (hereinafter, "Nihon
Unisoft") hereby execute this agreement as follows (hereinafter, this
"Agreement") concerning the purchase and sale and like matters of Nihon Unisoft
shares held by Yamada to Trend Micro.
Article 1 Purchase and Sale of Shares
1. Yamada, in accordance with the terms and conditions contained in this
Agreement, shall sell to Trend Micro the shares of Nihon Unisoft in the
manner noted hereunder, and Trend Micro shall purchase the same from Yamada
(hereinafter, the shares set forth below as subject to the purchase and
sale shall be referred to as the "Shares"). Within 6 business days after
the date of execution of this Agreement, Yamada shall deliver to Trend
Micro share certificates which represent the Shares.
Par-value common stock 266 shares
---
Par-value per share 50,000 yen
------
Purchase price amount per share 1,000,000 yen
---------
2. Trend Micro shall divide the total purchase price of the Shares of
266,000,000 yen into two installments, and shall make payment thereof by
-----------
remitting to a bank account prescribed by Yamada: 1) 75% of the total price
within 6 business days after receiving the share certificates representing
the Shares from Yamada, and 2) 25% of the total price within 6 months after
receiving the share certificate(s) representing the Shares from Yamada.
Interest at the rate of 5% per annum shall accrue on the purchase price of
the Shares.
3. Upon acquisition of the Shares, Trend Micro, as a shareholder of Nihon
Unisoft, shall demand that Nihon Unisoft pay each of its employees an
amount equal to one month of their respective pay as a special bonus.
Article 2 Representations and Warranties
1. Yamada and Nihon Unisoft hereby make the following representations and
warranties.
1) Nihon Unisoft is a legally established and legally operated kabushiki
gaisha stock company.
2) At the time of the execution of this Agreement, Yamada validly holds
title and ownership with regard to all the certificates representing
the Shares, and no lien or security rights shall be established upon
said certificates as of the time of delivery thereof to Trend Micro.
3) The approval of the Board of Directors at Nihon Unisoft and all other
procedures required under laws, ordinances and the articles of
incorporation have been legally completed with regard to transfer of
the Shares pursuant to this Agreement.
4) At the time of the execution of this Agreement, the total number of
common stock shares issued and outstanding of Nihon Unisoft is 2,400
shares, there are no existing convertible bonds or bonds with new
share acquisition rights or the like, and further, there does not
exist any latent or potential shares pursuant to subscription rights
to new shares or the like.
5) For the period following the execution of this Agreement until Trend
Micro takes delivery of the stock certificates representing the
Shares, Nihon Unisoft shall not issue new shares, convertible bonds,
or bonds with new share acquisition rights without obtaining the prior
written consent of Trend Micro.
6) No false entries were included in the business reports, balance
sheets, income statements, accompanying details and specifications,
and monthly settlement statements issued in the business years from
1996 through 1999, as well as the most recent business plan.
7) As of the execution date of this Agreement, Nihon Unisoft is not a
party to litigation, a provisional attachment, or a provisional
disposition case.
2. Trend Micro may immediately cancel this Agreement in the event Yamada
violates the provisions of the preceding Article. In addition, in such
instances, Trend Micro may seek jointly and severally from Yamada and Nihon
Unisoft compensation of damages suffered as the result of such breach.
Article 3 Designation of Purchase Parties
Trend Micro may, at its own discretion, designated its subsidiary companies as
the parties purchasing the Shares. In such instances, Yamada and Nihon Unisoft
shall treat the subsidiaries designated by Trend Micro as the concerned parties.
Article 4 Confidentiality
Trend Micro, Yamada and Nihon Unisoft shall exercise the same degree of care
afforded their own confidential information with regard to the existence and
content of this Agreement as well as the confidential information of the other
parties obtained with regard to this Agreement, and shall not disclose or
divulge the same to a third party without the prior written consent of all other
parties.
Article 5 Cancellation of Agreement
In the event any party is in breach of this Agreement, and fails to correct said
breach within 10 days after written notice from another party requesting the
correction thereof, the other party may cancel this Agreement. However, the
exercise of the cancellation right under this Article shall not preclude the
seeking of compensation of damages.
Article 6 Assignment
The parties to this Agreement may not transfer their rights or obligations under
this Agreement to a third party without the prior written consent of the other
parties.
Article 7 Nullification of Prior Agreement
All parties to this Agreement hereby agree that, simultaneously with execution
of this Agreement, that certain "Stock Purchase and Sale Agreement " executed by
and among Trend Micro, Yamada and Nihon Unisoft on January 25, 2000 shall be
null and void.
Article 8 Agreed Jurisdiction
Trend Micro, Yamada and Nihon Unisoft hereby agree that the Tokyo District Court
shall be the court of first instance having exclusive jurisdiction over all
disputes arising from or in relation to this Agreement.
IN WITNESS of this Agreement, three originals hereof are created, and upon the
names and seals of each of Trend Micro, Yamada and Nihon Unisoft, one original
hereof shall be retained by each.
February 22, 2000
Odakyu Southern Tower 00X. 0-0-0 Xxxxxx, Xxxxxxx-xx, Xxxxx
Trend Micro Incorporated
Xxxxx Xxxx Xxxx, Representative Director
Yamada:
Nihon Unisoft:
STOCK PURCHASE AND SALE AGREEMENT
TREND MICRO INCORPORATED (hereinafter, "Trend Micro"), INFOS (hereinafter,
"InfoS"), and NIHON UNISOFT CORPORATION (hereinafter, "Nihon Unisoft") hereby
execute this agreement as follows (hereinafter, this "Agreement") concerning the
purchase and sale and like matters of Nihon Unisoft shares held by InfoS to
Trend Micro.
Article 1 Purchase and Sale of Shares
1. InfoS, in accordance with the terms and conditions contained in this
Agreement, shall sell to Trend Micro the shares of Nihon Unisoft in the
manner noted hereunder, and Trend Micro shall purchase the same from InfoS
(hereinafter, the shares set forth below as subject to the purchase and
sale shall be referred to as the "Shares"). Within 6 business days after
the date of execution of this Agreement, InfoS shall deliver to Trend Micro
share certificates which represent the Shares.
Par-value common stock 1,334 shares
-----
Par-value per share 50,000 yen
------
Purchase price amount per share 1,000,000 yen
---------
2. Trend Micro shall divide the total purchase price of the Shares of
1,334,000,000 yen into two installments, and shall make payment thereof by
-------------
remitting to a bank account prescribed by InfoS: 1) 75% of the total price
within 6 business days after receiving the share certificates representing
the Shares from InfoS, and 2) 25% of the total price within 6 months after
receiving the share certificate(s) representing the Shares from InfoS.
Interest at the rate of 5% per annum shall accrue on the purchase price of
the Shares.
Article 2 Representations and Warranties
1. InfoS and Nihon Unisoft hereby make the following representations and
warranties.
1) Nihon Unisoft is a legally established and legally operated kabushiki
gaisha stock company.
2) At the time of the execution of this Agreement, InfoS validly holds
title and ownership with regard to all the certificates representing
the Shares, and no lien or security rights shall be established upon
said certificates as of the time of delivery thereof to Trend Micro.
3) The approval of the Board of Directors at Nihon Unisoft and all other
procedures required under laws, ordinances and the articles of
incorporation have been legally completed with regard to transfer of
the Shares pursuant to this Agreement.
4) At the time of the execution of this Agreement, the total number of
common stock shares issued and outstanding of Nihon Unisoft is 2,400
shares, there are no existing convertible bonds or bonds with new
share acquisition rights or the like, and further, there does not
exist any latent or potential shares pursuant to subscription rights
to new shares or the like.
5) For the period following the execution of this Agreement until Trend
Micro takes delivery of the stock certificates representing the
Shares, Nihon Unisoft shall not issue new shares, convertible bonds,
or bonds with new share acquisition rights without obtaining the prior
written consent of Trend Micro.
6) No false entries were included in the business reports, balance
sheets, income statements, accompanying details and specifications,
and monthly settlement statements issued in the business years from
1996 through 1999, as well as the most recent business plan.
7) As of the execution date of this Agreement, Nihon Unisoft is not a
party to litigation, a provisional attachment, or a provisional
disposition case.
2. Trend Micro may immediately cancel this Agreement in the event InfoS
violates the provisions of the preceding Article. In addition, in such
instances, Trend Micro may seek jointly and severally from InfoS and Nihon
Unisoft compensation of damages suffered as the result of such breach.
Article 3 Designation of Purchase Parties
Trend Micro may, at its own discretion, designated its subsidiary companies as
the parties purchasing the Shares. In such instances, InfoS and Nihon Unisoft
shall treat the subsidiaries designated by Trend Micro as the concerned parties.
Article 4 Confidentiality
Trend Micro, InfoS and Nihon Unisoft shall exercise the same degree of care
afforded their own confidential information with regard to the existence and
content of this Agreement as well as the confidential information of the other
parties obtained with regard to this Agreement, and shall not disclose or
divulge the same to a third party without the prior written consent of all other
parties.
Article 5 Cancellation of Agreement
In the event any party is in breach of this Agreement, and fails to correct said
breach within 10 days after written notice from another party requesting the
correction thereof, the other party may cancel this Agreement. However, the
exercise of the cancellation right under this Article shall not preclude the
seeking of compensation of damages.
Article 6 Assignment
The parties to this Agreement may not transfer their rights or obligations under
this Agreement to a third party without the prior written consent of the other
parties.
Article 7 Nullification of Prior Agreement
All parties to this Agreement hereby agree that, simultaneously with execution
of this Agreement, that certain "Stock Purchase and Sale Agreement " executed by
and among Trend Micro, InfoS and Nihon Unisoft on January 25, 2000 shall be null
and void.
Article 8 Agreed Jurisdiction
Trend Micro, InfoS and Nihon Unisoft hereby agree that the Tokyo District Court
shall be the court of first instance having exclusive jurisdiction over all
disputes arising from or in relation to this Agreement.
IN WITNESS of this Agreement, three originals hereof are created, and upon the
names and seals of each of Trend Micro, InfoS and Nihon Unisoft, one original
hereof shall be retained by each.
February 22, 2000
Odakyu Southern Tower 00X. 0-0-0 Xxxxxx, Xxxxxxx-xx, Xxxxx
Trend Micro Incorporated
Xxxxx Xxxx Xxxx, Representative Director
InfoS:
Nihon Unisoft:
