EXHIBIT 2.10
EQUITY PURCHASE AGREEMENT
This Equity Purchase Agreement ("Agreement") is entered into as of the 13th day
of August, 1999, by and between Xxxxxx Advanced Technology (Malaysia) Sdn. Bhd.,
a corporation existing under the laws of Malaysia, with a principal place of
business at Xx. 00 Xxxxxx Xxxxxxx, Xxx Xxxxxx Free Trade Xxxx, 00000 Xxxxx
Xxxxxx, Xxxxxxxx ("HAT"), and Xxxxxx Airport Systems (M) Sdn. Bhd., a
corporation existing under the laws of Malaysia, with its principal place of
business at Xx. 00 Xxxxxx Xxxxxxx. Ulu Kelang, Free Trade Xxxx, 00000 Xxxxx
Xxxxxx, Xxxxxxxx ("HAS").
RECITALS
A. HAT is the owner of a 100% equity interest in Xxxxxx Semiconductor
(Suzhou) Co. Ltd., a foreign-owned enterprise under the laws of the People's
Republic of China, with its registered office at Xxx 00 Xxxxxx Xxxxxxx. Ulu
Kelang, Free Trade Xxxx, 00000 Xxxxx Xxxxxx, Xxxxxxxx (such company, "Suzhou
Xxxxxx," and such equity interest, the "Suzhou Equity Interest")
B. HAT and HAS are, directly or indirectly, wholly-owned subsidiaries of
Xxxxxx Corporation ("Xxxxxx"), and Xxxxxx desires to reorganize certain of its
operations, including the ownership of the Suzhou Equity Interest.
C. HAT desires to sell the Suzhou Equity Interest to HAS and HAS desires to
purchase the Suzhou Equity Interest from HAT.
NOW, THEREFORE, for, and in consideration of, the covenants, terms, and
conditions set forth herein, the parties agree as follows:
1. Purchase and Sale.
HAT agrees to sell, transfer and deliver to HAS, and HAS agrees to purchase
from HAT free of any lien, charge or encumbrance as of the Effective Date of
this Agreement, the Suzhou Equity Interest.
2. Consideration.
HAS shall pay HAT the amount of Malaysian Ringgit 19,000,000 as
compensation for the Suzhou Equity Interest.
3. Taxes.
HAS shall pay any and all stamp taxes, value added taxes, or other taxes,
if any, required to be paid on the transfer of equity, other than income taxes
on the gain or loss
on the transfer of the Suzhou Equity Interest, if any, contemplated by this
transaction, whether such taxes are levied in Malaysia, the People's Republic of
China or the United States of America.
4. Covenants.
a. HAS shall take all necessary corporate actions required by Malaysian law
to obtain approval by the HAS Board of Directors and the governments of the
countries of Malaysia and the People's Republic of China for the transfer of the
Suzhou Equity Interest from HAT to HAS.
b. HAT shall take all necessary corporate actions required by Malaysian law
to obtain approval by the HAT Board of Directors and the governments of Malaysia
and the People's Republic of China for the transfer of the Suzhou Equity
Interest from HAT to HAS.
5. Legal Representatives.
a. The legal representative of HAS is Xxxxxxx X. Xxxxxxxxxx, Director, 0000
X. XXXX Xxxxxxxxx, Xxxxxxxxx, Xxxxxxx, X.X.X. Xx. Xxxxxxxxxx is a citizen of the
United States of America.
b. The legal representative of HAT is Xxxxx X. Xxxx, Director, 0000 X. XXXX
Xxxxxxxxx, Xxxxxxxxx, Xxxxxxx, X.X.X. Xx. Xxxx is a citizen of the United States
of America.
6. Assumption of Obligations.
From and after the Effective Date, HAS shall assume any and all obligations
and liabilities of HAT, which obligations or liabilities HAT is required to
perform under the Articles of Association of Suzhou Xxxxxx or any contract
entered into by Suzhou Xxxxxx and accepted or guaranteed by or concurred in, in
writing, by HAT in order to conduct the business of Suzhou Xxxxxx. From and
after the Effective Date, HAS may exercise any rights with respect to Suzhou
Xxxxxx which could have been exercised prior to the Effective Date by HAT.
7. Limitation of Liabilities.
IN NO EVENT SHALL ANY PARTY TO THIS AGREEMENT BE LIABLE TO ANY OTHER PARTY,
OR TO ANY PARTY CLAIMING UNDER ANY OF THE PARTIES TO THIS AGREEMENT, WHETHER AS
A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR
OTHERWISE), FAILURE OF A REMEDY TO ACCOMPLISH ITS PURPOSE OR OTHERWISE, FOR
SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.
8. Force Majeure.
No party to this Agreement shall be liable in damages for any delay or
default in the performance of all or any of this Agreement, if such delay or
default is caused by conditions beyond its control, including, but not limited
to: acts of the elements, fires, explosion, floods, or other casualties,
governmental restrictions or orders, and inability to obtain necessary
government approvals.
9. Effective Date.
This Agreement shall become effective (the "Effective Date") when (i) this
Agreement is approved by the relevant examination and approval authority of the
People's Republic of China (the "Authority") and (ii) the approval certificate
of Suzhou Xxxxxx which reflects the transfer of the Suzhou Equity Interest from
HAT to HAS is issued by the Authority.
10. Termination.
Before the Effective Date, this Agreement shall be terminated by the mutual
consent of all the parties, or upon the failure to obtain, within two years from
the date of this Agreement, the Authority's approval to this Agreement, or the
approval certificate of Suzhou Xxxxxx which reflects the transfer of the Suzhou
Equity Interest from HAT to HAS.
11. Remedies.
Any disputes between the parties to this Agreement shall not be submitted
to any judicial, arbitral, governmental or semi-governmental body, but shall be
decided by the Chairman of the Board and CEO of Xxxxxx, whose decision shall be
final.
12. Governing Law.
This Agreement shall be construed in accordance with the laws of the
People's Republic of China.
13. Headings.
The headings in this Agreement are for convenience only and shall have no
effect on the interpretation hereof.
14. Entire Agreement.
The terms and conditions herein shall contain and constitute the entire
agreement between the parties, and shall supersede all previous communications,
either oral or written, between the parties with respect to the subject matter
hereof, and no agreement or
understanding, varying or modifying the same, shall be binding upon any other
party unless in writing and signed by a duly authorized officer or
representative of each party.
15. Governing Language.
This Agreement shall be executed in the Chinese and English languages. In
the event of a conflict between the Chinese and English language versions, the
Chinese language version shall prevail.
IN WITNESS WHEREOF the parties have hereto set their hand as of the date
first above written.
Xxxxxx Airport Systems Xxxxxx Advanced Technology
(M) Sdn. Bhd. (Malaysia) Sdn. Bhd.
by: /s/ Xxxxxxx X. Xxxxxxxxxx by: /s/ Xxxxx X. Xxxx
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Xxxxxxx X. Xxxxxxxxxx Xxxxx X. Xxxx
its: Director its: Director
