SHAREHOLDERS AGREEMENT
This Agreement (the "Shareholders Agreement") is made on the 31st day of
October 1995 between:
1. IMPCO Technologies, Inc., a corporation organised under the state of
Delaware, U.S.A., having its principal place of business at 00000
Xxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx 00000-0000 (hereinafter referred
to as "IMPCO");
2. Depa Holding B.V., a private company organized under the laws of the
Netherlands, having its principal place of business at Xxxxxxxxxx
0, 0000 XX Xxxxxx, Xxx Xxxxxxxxxxx (hereinafter referred to as the
"Holding Co."); and
3. Centradas B.V., a private company incorporated in and operating
under the laws of the Netherlands, having its registered offices at
Xxx Xxxxxxxxxx 00, 0000 XX Xxxxxxxx, Xxx Xxxxxxxxxxx, hereinafter
referred to as "Centradas";
the parties to this Agreement are hereinafter also collectively referred to as
the "Shareholders" and each of them as a "Shareholder";
WHEREAS
a) IMPCO holds 51% i.e. 255 of the issued and outstanding shares and
Holding Co., through its wholly-owned subsidiary Centradas holds 49%
i.e. 245 of the issued and outstanding shares of Technisch Bureau
Media B.V., a company incorporated in and operating under the laws
of the Netherlands, having its registered offices at Rijswijk, the
Netherlands, hereinafter referred to as "Media HOLLAND";
b) Media HOLLAND has an authorized capital of NLG 1.000.000 (one
million Dutch guilders) divided into 2,000 shares with a nominal
value of NLG 500 (five hundred Dutch guilders) each, of which five
hundred (500) shares have been issued and fully paid up. The
Articles of Association of Media HOLLAND as agreed between the
parties are attached hereto as Annex I (the "Articles of
Association");
Page 1
c) Media HOLLAND owns 100% of the issued and outstanding shares of
Technisch Bureau Media GmbH, hereinafter to be referred to as "Media
GERMANY" and 99% of the issued and outstanding shares of Bureau
Technique Media S.A.R.L., hereinafter referred to as "Media FRANCE".
Media GERMANY owns 1% of the issued and outstanding shares of Media
FRANCE.
Media HOLLAND, Media GERMANY and Media FRANCE are hereinafter
collectively referred to as the "Joint Company";
d) The Joint Company and IMPCO have entered into a Distribution
Agreement of even date, on the basis of which the Joint Company is
the European distributor of certain IMPCO Products (the
"Distribution Agreement");
e) The Shareholders wish to set forth (i) the objectives and purposes
of the Joint Company, (ii) the manner in which the Joint Company
will be managed; and (iii) their further understandings as
Shareholders of the Joint Company and parties to this Agreement;
NOW IT IS HEREBY AGREED AS FOLLOWS:
1. DEFINITIONS, INTERPRETATION
1.1 Definitions
All capitalized terms when used in this Agreement shall have the
same meaning as these capitalized terms have in the Distribution
Agreement, unless explicitly indicated otherwise.
Articles of Association...........................Preamble
Distribution Agreement............................Preamble
Shareholders Agreement............................Preamble
IMPCO.............................................Preamble
Holding Co........................................Preamble
Centradas.........................................Preamble
Shareholders......................................Preamble
Shareholder.......................................Preamble
Media HOLLAND.....................................Preamble
Media GERMANY.....................................Preamble
Media FRANCE......................................Preamble
Joint Company.....................................Preamble
Business...............................................2.1
IMPCO Products.........................................2.2
Territory..............................................2.2
Page 2
Controlled Affiliates..................................2.2
Operating Plan.........................................3.3
1.2 Interpretation
(a) headings to sections are for convenience only and shall not
affect their interpretation;
(b) references to articles are to the articles of this Agreement.
2. BUSINESS ACTIVITIES OF THE JOINT COMPANY
2.1(a) The Joint Company has the following business objectives:
(1) Provide a quality product and services to its customer
through ISO 9002 and continuous improvement;
(2) Assemble complete turn-key systems solutions for industrial
engine applications;
(3) Distribute and supply gaseous fuel systems and exhaust
aftertreatment systems;
(4) Annual sales growth of 15% while improving MEDIA's
profitability; and
(5) Future expansion of IMPCO's product line and products
throughout the Territory as defined hereinafter,
hereinafter to be referred to as the "Business".
2.1(b) For the avoidance of doubt, it is expressly understood that any
existing or new manufacturing rights or manufacturing activities
and any licensing rights to manufacturing that IMPCO may have,
develop or acquire in the Territory as defined hereinafter are
not included in the Business.
2.2 The parties agree that any and all existing and future products
of IMPCO as described in Annex II attached hereto (the "IMPCO
Products") will in the territory as specified in Annex III
hereto (the "Territory"), be sold and distributed through the
Joint Company on the basis of continuation of the favourable
pricing policy as described in Annex IV. This obligation will
continue to be in full force and effect as long as the parties
or any of their controlled affiliates, daughter companies,
controlled holding companies or principals, hereinafter referred
to as the "Controlled Affiliates" are a party to this
Shareholders Agreement. In the event one of the shareholders or
their Controlled Affiliates transfers its shares to a third
party, the Distribution Agreement will be renegotiated. However,
should Centradas or any of its Controlled Affiliates acquire
100% of the shares in the Joint Company, the term of the
Distribution Agreement shall be extended for a period of 5 years
after such transfer and will terminate the last day of the 5
year period subject to 6 (six) months prior written notice.
2.3 In order to implement the Business the Joint Company has entered
into the Distribution Agreement and on the basis thereof may
engage in any and all activities related or incidental to acting
as the European distributor of IMPCO Products.
Page 3
2.4 The principal place of business of the Joint Company shall be
located at Rijswijk, the Netherlands, with its German and French
subsidiaries located at Langgons, Germany and Decines, Cedex,
France.
3. MANAGEMENT
3.1 The Joint Company shall have a Board of Supervisory Directors,
comprised of three members, two of which will be appointed by
IMPCO and one will be appointed by Centradas. In the event a
member of the Board of Supervisory Directors resigns, dies or
is otherwise removed, the Board of Supervisory Directors may
take no actions, until such Supervisory Director is replaced by
the respective Shareholder. The initial members of the Board of
Supervisory Directors shall be Xx. X. Xxxxxx, Xx. X.X. Xxxxxxxx
and Xx. X. Xxx. The chairman of the Board of Supervisory
Directors shall be a Supervisory Director appointed by IMPCO.
The initial chairman shall be Xx. X.X. Xxxxxxxx.
3.2 The daily management of the Joint Company shall be entrusted to
a Managing Director. The initial Managing Director is Xx.
X. Xxxxxx. The Managing Director shall render his services
pursuant to a management agreement between the Joint Company
and Holding Co. on the basis of which Holding Co. will make
available the services of Xx. Xxxxxx to the Joint Company on
certain terms and conditions to be agreed upon.
3.3 The Managing Director shall have full authority to operate the
Business on a day-to-day basis to meet the Business objectives
set out in 2.1 and in this section. The Managing Director shall
be responsible for developing the market in the Territory and
for accomplishing and negotiating sales, subject to limitations
imposed by the Board of Supervisory Directors. Furthermore, he
shall be responsible for the profitable operations of the Joint
Company and for the Joint Company's overall results, within the
Joint Company's business plan, hereinafter referred to as the
Joint Company's "Operating Plan". The Operating Plan, under
which the Joint Company will operate, will be approved by the
Board of Supervisory Directors whereby the Operating Plan shall
govern the business and operational activities of the Joint
Company. The Operating Plan shall consist of the following:
(a) MARKETING PLANS. Establishing and implementing an annual
marketing plan for the sale of industrial products or making any
material change to such a plan previously approved by the Board
of Supervisory Directors. Such strategic plans shall include,
but are not limited to, terms and conditions of sale, product
support, warranty commitments, training, and price discounts
and plans.
(b) FINANCIAL BUDGETS. Establishment of, or any revisions
to, and adhering to, an annual operating budget and business
forecast. Such detailed financial budgets shall include income
Page 4
statements, balance sheets, detailed sales projections,
headcount plans, capital equipment plans and related
assumptions.
3.4 The Managing Director shall be responsible for keeping the Board
of Supervisory Directors fully informed of the status and
progress of the Operating Plan and for bringing to the attention
of the Board of Supervisory Directors items requiring its
attention and action on a timely basis. The Managing Director
shall provide the Board of Supervisory Directors with all
information and documents as required to properly implement its
duties and responsibilities.
3.5 Notwithstanding the provisions in the Articles of Association of
the Joint Company to that effect, the following resolutions
and/or actions of the Managing Director shall require the prior
approval of the Board of Supervisory Directors:
(a) CHANGES IN TYPE OF BUSINESS. Make any substantial change
in the character of the Business or the establishment of
subsidiaries, branches or places of establishment of the Joint
Company;
(b) OUTSIDE INDEBTEDNESS. Create, incur, assume or permit to
exist any indebtedness for borrowed moneys in excess of
two hundred thousand Dutch guilders (NLG 200.000) other than in
the ordinary course of business, or as approved by the Operating
Plan;
(c) LIENS AND ENCUMBRANCES. Create, incur or assume any
mortgage, pledge, encumbrance, lien or charge of any kind upon
any property or other asset of the Joint Company;
(d) Loans, Investments, Secondary Liabilities. Make any loans
or advances to any person or other entity other than in the
ordinary and normal course of its business as conducted, or make
any investment in the security of any party or guarantee or
otherwise become liable upon the obligation of any person or
other entity, by endorsement of negotiable instruments for
deposit or collection in the ordinary and normal course of its
business;
(e) ACQUISITION OR SALE OF BUSINESS; MERGER OR CONSOLIDATION.
Purchase or otherwise acquire the assets or business of any
person or other entity; or liquidate, dissolve, merge or
consolidate, or commence any proceedings therefore; or sell any
assets except in the ordinary and normal course of the Business;
or sell, lease, assign or transfer any substantial part of its
business or fixed assets, or any property or other assets
necessary for the continuance of the Business including without
limitation the selling of any property or other asset accompanied
by the leasing back of the same;
(f) CAPITAL EXPENDITURES. Make or incur obligations for
capital expenditures in excess of the amount approved in the
Operating Plan;
Page 5
(g) LEASED LIABILITY. Incur rental liability under leases of
property of any kind for payment in any one fiscal year of rental
or other obligation in any aggregate amount in excess of NLG
50.000 provided that the liability under leases shall be
calculated without giving effect to tax escalation clauses,
except for those approved in the Operating Plan;
(h) EMPLOYMENT CONTRACTS. Make any appointment or removal of
officers or management employees, or establish or alter any of
their salaries or fringe benefits or enter into or assume any
employment or consulting contracts for officers or other
management employees, or amend or modify existing employment or
consulting contracts in any manner which will increase employee
benefits thereunder, except for those approved in the Operating
Plan;
(i) DISTRIBUTOR AGREEMENTS. Appoint or terminate any
distributor or dealer or materially revise any distributor's
or dealer's contract except for those approved in the Operating
Plan;
(j) MAJOR CONTRACTS. Enter into or amend any contract that
may have a material effect on the business or financial status
of the Joint Company;
(k) OTHER ACTIONS. Other actions requiring approval of the
Board of Supervisory Directors which a Shareholder may request
with the consent of the other Shareholder, which consent shall
not unreasonably be withheld.
3.6 The Shareholders shall take all appropriate action to cause the
Managing Director to observe and adhere to the stipulations set
out in this article 3.
4. LEVEL OF INVESTMENT
The Shareholders agree that in the event the Joint Company requires additional
working capital and provided that the Joint Company is not able to enter into
appropriate financing arrangements with third parties for such additional
working capital and further provided the additional working capital is required
in connections with operations included in the Operating Plan, each of the
Shareholders shall provide adequate capitalization in proportion to their
shareholding.
The Shareholders shall then provide the necessary funds to properly capitalize
the Joint Company by (a) infusing a new stream of cash; (b) guaranteeing the
obligations of the Joint Company towards a creditor; (c) providing a bank
guarantee or letter of credit from a reputable bank; or (d) convert outstanding
debt to equity.
5. DIVIDEND POLICY
Dividends shall be at the disposal of the Shareholders. Parties agree that the
payment thereof shall be subject to the approval of the Board of Supervisory
Directors.
Page 6
6. ADVISORS
(a) ACCOUNTANTS. The Joint Company shall designate and appoint a firm of
independent certified public accountants, acceptable to the Shareholders, with
experience and expertise in the accounting principles and practices of both the
United States of America and the Netherlands to audit the books of the Joint
Company at the end of each business year. Each of the Shareholders may have the
accounts of the Joint Company audited by independent accountants in addition to
the foresaid annual audit, in which case such Shareholder shall bear the costs
of any such additional audit.
(b) LEGAL COUNSEL. The Joint Company shall designate and appoint a firm
of lawyers (advocaten) and notaries to render legal services to the Joint
Company.
(c) TAX ADVISORS. The Joint Company shall designate and appoint a firm
of tax advisors to advise the Joint Company in tax matters.
7. ACCOUNTING
The Joint Company shall prepare and maintain such books of accounts and
accounting records as are required by law and generally accepted accounting
principles in the Netherlands and shall prepare in English, financial
statements, including without limitation a balance sheet and an income
statement (profit and loss statement) every month within 30 days of the close
of the month, copies of which shall be forwarded to the Shareholders without
delay. The income statement shall include unit and monetary sales of Product.
The Shareholders and their authorized representatives shall have the right to
inspect and make copies of the books of account and the accounting records of
the Joint Company at any time during regular business hours.
8. INSURANCE
8.1 The Joint Company shall arrange for and maintain such insurances
for the Joint Company and its Supervisory Directors and officers
and Holding Co. shall arrange for and maintain such insurances
for the Managing Director, as will adequately protect such
parties from claims that may arise out of the Joint Company's
operations, including any contractual indemnity obligations that
the Joint Company may incur.
9. TRANSFER RESTRICTIONS
9.1 The Shareholders agree and undertake to comply with the
procedural and the restrictive requirements applicable to the
transfer of any shares held in the Joint Company as provided
for in the Articles of Association.
Page 7
9.2 The Shareholders shall be allowed to hold the shares in the
Joint Company indirectly through an affiliated company in which
it directly or indirectly owns all of the issued shares and all
of the voting rights attached thereto, in which event such
affiliated company shall be bound by this Agreement and shall
comply with the provisions of this Agreement as if it were party
to this Agreement provided that also the transferring
shareholder will remain bound to any and all of its obligations
under this Agreement. The full, correct and punctual fulfilment
by such affiliated company of all its obligations under or
pursuant to this Agreement in accordance with the terms and
conditions set forth herein shall be irrevocably and
unconditionally guaranteed by the transferring Shareholder and,
in the case where Centradas is the transferring Shareholder,
also by the Holding Co., in order to procure that such
affiliated company shall comply with the provisions of this
Agreement.
9.3(a) In the event of an intended liquidation of the Joint Company
or in the event the Joint Company intends to sell the Business,
the Business including all rights attached thereto will first be
offered for sale to Centradas in accordance with the terms and
conditions hereof ("Centradas' Right of First Refusal"). The
Shareholders agree that they shall cause the Joint Company to
take all appropriate steps in connection with Centradas' Right
of First Refusal. Centradas' Right of First Refusal will also
apply in the event that the Joint Company wishes or intends to
sell the Business to an affiliated company.
9.3(b) In the event of an intended sale, the Joint Company will inform
Centradas in writing of the details of such intended sale
including the price which the third party is prepared to pay.
Within three months upon receipt of said information Centradas
will inform the Joint Company in writing whether or not it
wishes to buy the Business on the basis of Centradas' Right of
First Refusal. In said period the Joint Company will provide
Centradas with all additional information which Centradas may
reasonably require. In the event that Centradas does not
exercise its Right of First Refusal or that Centradas and the
Joint Company fail to reach agreement within two months from
Centradas' written notice that it wishes to exercise its Right
of First Refusal, the Joint Company will be free to proceed with
a sale of the Business to such third party, provided always at
at least the same price as the lowest price offered to Centradas
and under conditions which do not in any material respect depart
from the terms as offered to Centradas. In the event Centradas
has exercised its Right of First Refusal and the parties have
reached agreement, the transfer of the Business to Centradas
will be effected within 30 days after agreement has been
Page 8
reached. If the Joint Company should be prepared to sell at a
price which is lower than the price lastly offered to Centradas
or under conditions which in any material respect depart from
the terms as offered to Centradas, the Joint Company will have
to give Centradas' preference again at that lower price or at
such more favourable conditions in conformity with the
provisions of this article.
9.3(c) In the event of an intended liquidation of the Joint Company,
the Joint Company will inform Centradas in writing of such
intended liquidation. Within three months upon receipt by
Centradas of said notice, Centradas will inform the Joint
Company in writing whether or not it is prepared to buy the
Business of the Joint Company. In said period of three months
the Joint Company will provide Centradas with all additional
information which Centradas reasonably may require. In the event
Centradas exercises its Right of First Refusal, Centradas will
have the right to buy the Business of the Joint Company for a
price to be agreed upon by Centradas and the Joint Company
jointly within 30 days after Centradas' notice that it wishes to
buy the Business. If Centradas and the Joint Company fail to
reach agreement on the price within said term, the price for the
Business will finally be determined by three corporate finance
experts jointly. Each of Centradas and the Joint Company (or
their Controlled Affiliates as the case may be) will appoint a
corporate finance expert of a first class reputable accountants
firm, bank or merchant bank to that effect. The experts so
appointed shall jointly appoint within a reasonable period of
time a third-independent-expert also of a first class reputable
accountants firm, bank or merchant bank. Should the experts fail
to reach agreement on the third expert to be appointed, the
third expert will be appointed by the Chairman of the NIVRA at
the request of the party who has an interest in such decision.
The purchase price will be based at the market value of the
Business taking into account amongst other factors:
i. the earnings over the present year;
ii. the earnings over the two (2) preceding years;
iii. the expected earnings for the next two (2) years;
The transfer of the Business to Centradas will be effected
within 30 days after the determination of the price, unless
prior to the expiration of that period of 30 days Centradas
has informed the Joint Company in writing that it is no
longer interested in buying the Business.
9.4 A sale of IMPCO's manufacturing activities and/or licensing
rights to manufacturing to a Controlled Affiliate can only be
effectuated, provided such transferee shall be bound by the
provisions of article 10.1 and 2.2 hereof, including the
provisions of this article 9.4, subject to the terms and
conditions of this Agreement.
Page 9
10. FORMALITIES, UNDERTAKINGS
10.1 The Shareholders agree not to undertake an interest, whether
directly or through a Controlled Affiliate (except for such
business interests as they are at the date hereof interested in and
which are described in Exhibit II) in any other company that would
compete directly with IMPCO's Products within the Territory.
10.2 It is expressly understood between the parties that the provisions
of 10.1 do not apply to IMPCO existing or new manufacturing rights
or manufacturing activities and any licensing rights to manufacture
that IMPCO may have, develop or acquire as referred to in 2.1(b).
10.3 The Shareholders agree that any future issuance of shares in
the Joint Company or the granting of rights to subscribe for
shares in the Joint Company shall be made with due observance
of article 4 sub 3 of the Articles of Association with the
exclusion of article 4 sub 4 of the Articles of Association.
10.4 The Shareholders agree that they not amend the Articles of
Association to the effect that different types of shares are created
10.5 Each of the Shareholders shall (and shall procure that its
representatives on the Management Board and the Board of
Supervisory Directors) comply with the provisions of this
Agreement and the Articles of Association of the Joint Company
in order to ensure the observance of the terms of this Agreement
and to do all such acts and things as may be necessary to carry
out this Agreement, including the use of their (indirect) voting
rights in the Joint Company. The provisions of this Agreement
shall prevail in case of anyinconsistency with the Articles
of Association of the Joint Company.
10.6 In the event one of the parties to this Agreement discontinues
to be a Shareholder of the Joint Company, other than as a result
of a transfer of shares to a Controlled Affiliate, the other
party shall cause the Joint Company to, and the Joint Company
shall, take all necessary steps to amend the name of the Joint
Company in order to remove any references to the name of the
discontinuing party. The Joint Company shall relinquish any
right it may have, in whole or in part, to the name of, or to
the use of the name of, the discontinuing Shareholder when the
name change has been effectuated.
10.7 For the time that Centradas or a Controlled Affiliate, for the
purpose of this paragraph, hereinafter jointly referred to as
"Centradas", is a shareholder in the Joint Company, Centradas
hereby grants IMPCO an option to buy all the shares (the
"Shares") which Centradas holds in the Joint Company, its
rights, hereinafter referred to as "IMPCO's Option". IMPCO can
not exercise IMPCO's Option prior to November 1, 1998. After
November 1, 1998 IMPCO can exercise IMPCO's Option once a year,
Page 10
within a period of 30 days after the date that the Annual
Accounts of the Joint Company for the preceding year have been
adopted. IMPCO's Option can be exercised by sending a written
notice to that effect to Centradas. IMPCO may exercise IMPCO's
Option against the market value of the Shares to be acquired.
The purchase price for the Shares will be determined by the
Shareholders jointly. If the parties fail to reach agreement on
the purchase price within 30 days after IMPCO's notice that it
is interested in acquiring the shares, the price for the shares
will finally be determined by three corporate finance experts
jointly. Each of the Shareholders (being Centradas, IMPCO or
their respective Controlled Affiliates) will appoint a corporate
finance expert to that effect. The third-independent-expert,
also of a first class reputable accountants firm, bank or
merchant bank will be appointed by the experts so appointed by
the Shareholders. If the experts fail to reach agreement on
the third expert to be appointed, the third expert will be
appointed by the Chairman of the NIVRA at the request of the
party who has an interest in such a decision. The purchase price
will be based at the market value of the Joint Company taking
into consideration amongst other factors:
i. the earnings over the present year;
ii. the earnings over the two (2) preceding years;
iii. the expected earnings for the next two (2) years;
The transfer of the Shares shall be effected against payment
within 30 days after the determination of the price.
11. CONFIDENTIALITY
11.1 The parties shall treat as confidential any and all information
not in the public domain received in connection with and
pursuant to this Agreement and shall not communicate any such
information to third parties, other than its advisors, unless
it would be required to do so by law.
12. ANNOUNCEMENTS
12.1 All announcements to the press or to the public, employees,
customers and suppliers concerning the Joint Company and the
Business shall (in so far as permitted by law or other regulations
to which either party may be subject) be in a form agreed between
the parties, except in so far as they relate to the ordinary
promotion of the routine business of the Joint Company.
13. LEGALITY
13.1 The Joint Company and all operations and activities of the Joint
Company will be subject to applicable government laws and
regulations in the EC. The Joint Company shall make any
application to the EC Commission with respect to the ability
Page 11
of the Joint Company to lawfully operate within the EC
territory, as legal counsel to the Joint Company may deem
advisable.
14. DURATION AND TERMINATION
14.1 The rights and obligations of each Shareholder under this
Agreement shall continue for only so long as it or its
Controlled Affiliate remains a Shareholder of the Joint
Company and shall upon such shareholder's ceasing to be a
Shareholder thereupon terminate, except for the provisions of
article 11, which provisions shall survive the termination of
this Agreement.
14.2 This Agreement shall continue in full force and effect until
terminated by the written consent of the Shareholders or until
the Joint Company is placed in liquidation, subject however to
the provisions of 9.3(c).
15. MISCELLANEOUS
15.1 Neither this Agreement nor any rights hereunder shall be
assignable directly or indirectly by any party, except with
express written consent of the other party(ies).
15.2 All notices and communications hereunder shall be in writing
and shall be deemed to have been given if delivered by hand,
mailed by registered letter, sent by telecopier (with receipt
confirmed) to the parties at their respective addresses as first
above written or to such other address as the parties shall have
given notice of pursuant hereto.
15.3 All Exhibits and Annexes to this Agreement are an integral part of
this Agreement and are incorporated herein. Any capitalized term
in an Exhibit or Annex has the same meaning as in this Agreement.
15.4 Failure of either party to enforce any of the terms of this
Agreement shall not be construed as a waiver of rights
thereunder, preventing the subsequent enforcement of such
provisions or recovery of damages for breach thereof.
15.5 Neither Shareholder shall be responsible for delays or failures
in performance from acts beyond the control of such party. Such
acts shall include but not be limited to acts of God, strikes,
lockouts, riots, acts of war, epidemics, governmental
regulations superimposed after the fact, fire, communication
line failures, power failures, earthquakes and other disasters.
15.6 This Agreement constitutes the entire agreement and
understanding between the parties hereto in respect to the
subject matter contained herein and any preceding or concurrent
Page 12
oral or written agreements are hereby superseded except to the
extent expressly provided for herein.
15.7 In the event of the provisions contained in this Agreement
being invalid, unlawful and unenforceable to any extent, such
provision(s), unless it/they may be deemed of essence to this
Agreement, shall be severed from the remaining provisions which
shall continue to be valid to the fullest extent permitted by
law. In addition the parties hereto shall endeavour to agree
valid and enforceable amended provisions, which shall as far as
possible effect the intentions expressed herein.
15.8 The parties hereto waive any right they may have to rescind or
annul this Agreement.
16. GOVERNING LAW AND JURISDICTION
16.1 This Agreement is subject to the laws of the Netherlands.
Notwithstanding the non-exclusive authority of the President
of the District Court of The Hague in summary proceedings any
and all disputes arising in connection with this Agreement or
agreements resulting therefrom shall be settled, subject to any
appeal in accordance with the Rules of the Netherlands
Arbitration Institute (Nederlands Arbitrage Instituut). Any
appeal from the arbitral award shall be governed by the same
procedural rules as applicable to the arbitral procedure in the
first instance. The arbitral panel shall be composed of three
arbiters. The place of arbitration shall be Amsterdam. The
arbitration shall be conducted in the English language.
In witness whereof this Agreement is signed in duplicate the day and year first
above written.
IMPCO TECHNOLOGIES, INC. DEPA HOLDING B.V.
------------------------ -----------------
/s/ S.A. in `t Veld /s/ X.X. Xxxxxxx
-------------------- --------------------
S.A. in 't Veld X.X. Xxxxxxx
Attorney at proxy Managing Director
CENTRADAS B.V.
--------------
/s/ X.X. Xxxxxxx
--------------------
Depa Holding B.V.
By: X.X. Xxxxxxx
Managing Director
Page 13
