English Translation Summary) Share Purchase Agreement between Telefónica de Argentina S.A. (“TASA”) and DATACORP S.A. (“DATACORP”)
Exhibit
10.2
(English
Translation Summary)
Share
Purchase Agreement between
Telefónica
de Argentina S.A. (“TASA”) and DATACORP S.A. (“DATACORP”)
Objective:
DATACORP
will sell, and TASA will buy, all of the Telefónica DATA Argentina S.A. (“DATA”)
shares currently held by DATACORP.
Term:
The
date
of closing (“Closing Date”) will occur within five days of TASA and DATACORP
receiving authorization from the Secretary of Communications.
Representations:
DATACORP
has provided representations covering such matters as DATA’s capitalization,
DATA’s compliance with labor, tax, licensing and intellectual property laws, and
DATA’s financial condition and legal matters.
Price:
TASA
will
pay DATACORP a fixed price for the shares. This price will be
determined by reference to the value of DATA’s existing financial debt, cash
bank deposits, short term investments, provisions for contingencies and working
capital at the time of closing. Should there be any material modifications
made
to the value of DATA’s shares prior to the Closing Date, the parties shall agree
on an adjusted price to compensate for such modifications.
General
Provisions:
DATACORP
currently holds 787,697 of the 804,617 shares of DATA, representing 97.89%
of
DATA’s total shares. Each share has a nominal value of one hundred (100) pesos
and the right to one vote each. After closing, TASA will obtain these shares
and
be entitled to all present and future rights derived therefrom.
DATACORP
covenants to cause DATA not to execute any of following acts before the Closing
Date: increasing, decreasing or in any other way modifying DATA’s shares;
distributing dividends or any other compensation to DATA’s shareholders;
amending DATA’s bylaws; or taking any other action that would violate in any of
the terms or representations in this contract. TASA will designate an examiner
until the Closing Date who will be given access to all requisite documentation
to guarantee DATACORP’s fulfillment of this contractual
obligation.
DATACORP
is obligated to indemnify both TASA and DATA, its employees, executive officers
and directors against any proceedings resulting from a breach of this contract
by DATACORP or for any financial condition not revealed in DATACORP’s financial
records. Such indemnity will cover damages and penalties incurred in said
proceedings as well as any legal expenses. In such circumstances, DATACORP
is
entitled to select legal counsel to represent TASA and DATA. DATACORP is not
obligated to indemnify TASA or DATA against any proceeding that does not exceed
Ps.5,000. DATACORP will no longer be obligated to indemnify either TASA or
DATA
after a period of 30 months subsequent to the Closing Date.
All
parties are bound by confidentiality policies pursuant to which they may not
divulge, publish, communicate or in any other way disseminate the terms and
conditions of the contract.
2