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EXHIBIT 10.14
PECHINEY
- AND -
AMERICAN NATIONAL CAN GROUP INC.
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SHARE PURCHASE AGREEMENT RELATING
TO SHARES IN [ ]
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Draft 22.6.99
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THIS AGREEMENT is made with effect [ ] July 1999
BETWEEN PECHINEY whose registered office is situated at 0, Xxxxx xx Xxxxxxxxxx
Xxxxxxxx - 00000 Xxxxx cedex 16 (hereinafter called "Seller") of the one part,
and
AMERICAN NATIONAL CAN GROUP INC. whose registered office is situate at 0000 Xxxx
Xxxx Xxxx Xxxxxx - Xxxxxxx - Xxxxxxxx 00000 - 3542 - U.S.A. (hereinafter called
"BUYER") of the other part;
WHEREAS
A. The Seller is the beneficial owner of the shares the details of which
are set out in Schedule A ("the Sale Shares") and has the right to sell
or procure the sale of the Sale Shares free from all liens charges and
encumbrances.
B. The Seller has agreed with the Buyer to sell to the Buyer the Sale
Shares on the terms and subject to the conditions of this Agreement.
NOW IT IS HEREBY AGREED as follows :
1. SALE AND PURCHASE OF SALE SHARES
Subject to the terms of this Agreement the Seller shall as beneficial
owner sell or procure the sale of the Sale Shares and the Buyer shall
purchase for the Purchase Price (as defined below) all of the Sale
Shares free from all liens charges and encumbrances and with all rights
attached or accrued rights as at the Completion Date (as defined
below).
2. CONSIDERATION
The consideration payable for the Sale Shares shall be that sum set out
in Schedule B ("the Purchase Price") payable in the manner provided by
Clause 3.2 below.
3. COMPLETION
Completion of the said sale and purchase will take place on [ ] (or at
such later date as may be agreed between the Seller and the Buyer)
("the Completion Date") at the offices of ANC at 0000 Xxxx Xxxx Xxxx
Xxxxxx - Xxxxxxx - Xxxxxxxx 00000 - 3542 - U.S.A. or such other place
as may be agreed.
When :
3.1 the Seller will deliver to the Buyer or to his order a document
effecting transfer of title in the Sale Shares, duly executed by the
Seller in favour of the Buyer (or as it in writing directs) or such
letters of direction waivers consents or other documents as may be
required to give good title to the Sale Shares and to enable the Buyer
or its nominees to become registered holders thereof together with, if
relevant, any share certificate.
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3.2 the Buyer shall effect payment to the Seller of the Purchase Price by
telegraphic transfer of cleared funds to an account of the Seller
designated for the purpose.
4. WARRANTIES
4.1 The Seller warrants and represents to the Buyer that :
4.1.1 It is the beneficial owner of the Sale Shares and of all rights
attaining thereto and it is entitled to sell the full legal and
beneficial interest in the Sale Shares to the Buyer; and
4.1.2 the Sale Shares are free from all liens charges and encumbrances
and are freely transferable ; and
4.1.3 the Seller is duly authorised to enter into this Agreement
4.2 Save as provided in Clause 4.1 above the Seller gives no warranty and
makes no representation whatsoever in respect of the Sale Shares
5. THIS Agreement shall (except for any obligation fully performed on the
date hereof) continue in full force and effect after the Completion
Date notwithstanding completion of the sale and purchase hereby agreed
to be made.
6. THE parties hereto will after as well as before and upon the Completion
Date do all acts and things and sign and execute all documents and
deeds requisite for the purposes of implementing the terms hereof
7. THIS agreement is governed by French law and the parties submit to the
nonexclusive jurisdiction of the courts of Paris.
SIGNED by
For and on behalf of PECHINEY
SIGNED by
For and on behalf of AMERICAN NATIONAL CAN GROUP INC.
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SCHEDULE A
Share Details
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SCHEDULE B
Purchase Price
