EXHIBIT 10.1
SHARE SALE AGREEMENT
THIS AGREEMENT is made the _________ day of January ▇▇▇▇
▇ ▇ ▇ ▇ ▇ ▇ ▇:
(1) NIGHTINGALE TECHNOLOGIES LIMITED (formerly known as The Advanced
Software Research Laboratory Limited) a Company incorporated in Niue
(Company Registration No 003632) of ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ (hereinafter referred to as "the Vendor" of the one
part) and
(2) HTTP TECHNOLOGY INC (formerly known as Internet Holdings Inc) a Delaware
Corporation who carries on business at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇ ▇▇▇ (hereinafter referred to as "the Purchaser") and which
shall in either case where the context does admit include the agent or
representatives thereof.
WHEREAS the Vendor owns 100% of the entire issued share capital of a Company
incorporated on 12th July 2000 in England and Wales under the name of
Nightingale Technology Limited (and now called HTTP Insights Limited) (Company
Registration No 4032598) (hereinafter referred to as "the Company")
AND WHEREAS the Company is the owner of all the intellectual property rights in
respect of the Company's development of advanced software applications and
processes making use of its
proprietary clustering analysis algorithms and wavelets technology is the
proprietor of an application for the Grant of a patent to the European Patent
Office in respect of such technology and is in the course of preparing another
application for the Grant of a Patent in respect of its anti-▇▇▇▇▇▇ technology
and intends to file further applications for the grant of a patent in respect of
new applications, processes and improvements to existing technological processes
in respect of which an application for the Grant of a Patent or Patents has been
submitted.
AND WHEREAS the Purchaser is now presently desirous for commercial purposes to
acquire the entire issued share capital of the Company from the Vendor and to
assist the Company with its development, marketing, sale and distribution of all
the products developed by the Company making use of its intellectual property
rights aforesaid.
NOW IT IS HEREBY AGREED AS FOLLOWS:-
1. The Vendors shall sell and the Purchaser shall purchase the entire
issued share capital of the company, full particulars of which appear in
the First Schedule annexed hereto (hereinafter referred to as "the Sale
Shares") in consideration for the Purchase Consideration set out in
Clause 2 below and the Sale of the Sale Shares shall be subject to all
the terms and conditions hereinafter appearing.
2. (a) The Purchase Consideration for the Sale Shares shall be
satisfied by the issue to the Vendor of 15,000,000 (Fifteen Million)
fully paid ordinary shares in the Company issued the United States
Securities Act 1933 as amended, such
shares to be restricted stock and to bear the appropriate legend in
the form set out in the Second Schedule annexed hereto ("the
Consideration Shares").
(b) The Consideration Shares shall be issued to the Vendors in the
proportions and on the happening of the following events:-
a. 7,500,000 (Seven Million Five Hundred Thousand Shares) upon
appropriate validation being provided by Defence Evaluation
Research Agency of Room 1005 ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ("DERA") as to the technical novelty and
commercial viability of the Company's proprietary technology
b. 7,500,000 (Seven Million Five Hundred Thousand Shares) upon
either Company's first use of a medical imaging prototype in
trials for scanning with third parties or upon appropriate
validation being provided by DERA as to the technical novelty
and commercial viability of the same, whatever shall be the
earlier
PROVIDED ALWAYS that in respect of sub paragraphs (b) a and (b) b
above the Company shall cause to be issued to the Vendors the
consideration shares within 72 hours of the happening of the
aforementioned events (or if for any reason this period shall form a
bank holiday or weekend, on the first available business day
thereafter)
3. The sale of the Sale Shares shall be subject to and conditional on:-
(a) The Purchaser making available to the Company a loan facility of
$15,000,000 USD (Fifteen Million United States Dollars) to fund working
capital and repayment of the Company's debts including in part a debt
owed by the Company to the Vendor.
(b) The Purchaser shall obtain the prior written consent of the Inventor, ▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ("▇▇ ▇▇▇▇▇▇") and ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (acting on
behalf of the Vendor) to any proposed development of the proprietary
technology for all military applications that are considered by ▇▇
▇▇▇▇▇▇ and ▇▇ ▇▇▇▇▇▇▇ in their absolute discretion to be of an offensive
nature (that is to say, used for the purposes of attack as opposed to
Defence) and in every instance so as to avoid doubt the Purchaser does
hereby undertake to submit first to ▇▇ ▇▇▇▇▇▇ and ▇▇ ▇▇▇▇▇▇▇ full and
sufficient details of all proposed military applications that the
Company intends to develop.
(c) The Company shall enter into a new service Contract with ▇▇ ▇▇▇▇▇▇ for a
term of three years from the 1st December 2000 on the same terms and
conditions as those appearing in a Service Contract dated 12th June 2000
between Nightingale Technologies Limited (a Company incorporated in Niue
but at the time having its place of business in Gibraltar) and ▇▇
▇▇▇▇▇▇, appointing ▇▇ ▇▇▇▇▇▇ to be the
Company's Director of Development (a copy of such Service Contract being
annexed hereto and comprising the Third Schedule hereof).
(d) Upon completion of this Share Sale Agreement the Vendor shall have the
right to appoint up to two persons to sit on the Board of Directors of
the Purchaser.
(e) The Purchaser shall and does hereby grant Observer status to the
Vendor's representative, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to enable ▇▇ ▇▇▇▇▇▇▇ to
attend all Board Meetings and to be provided with all information
pertinent to the management and affairs of the Company and does hereby
appoint ▇▇ ▇▇▇▇▇▇▇ to act as a Consultant to the Vendor to assist the
Vendor in the development of the Company's business and products
including negotiations for and with suitable Joint Venture partners and
for the marketing, sale and distribution of the Company's products and
in relation to its business and affairs generally PROVIDED ALWAYS THAT
upon the Vendor appointing one or more persons to act as Directors of
the Company pursuant to the immediately preceding sub-paragraph (d)
aforesaid then the Vendor shall no longer be entitled to rely upon such
Observer rights but the Purchaser may, at its option, continue with the
Consultancy arrangements with ▇▇ ▇▇▇▇▇▇▇. It is agreed and accepted by
the Purchaser that ▇▇ ▇▇▇▇▇▇▇ shall have the option of appointing an
alternative Observer to act in his place from time to time when he would
not otherwise by available to attend Board Meetings of the Purchaser.
(f) The Vendor does hereby agree warrant and declare that it will not in any
circumstances enter into any research or development or make
arrangements for the marketing or sale whether directly or indirectly in
respect of any applications or products that shall directly compete with
any of the processes, applications and/or products derived from the
intellectual property rights of the Company originally assigned by the
Vendor to the Company (except for any such rights that are or which may
come into the public domain).
4. The Vendor does hereby warrant that it has a good free and unencumbered
title to the Sale Shares and as at the date of their delivery to the
Purchaser the same shall be unencumbered and capable of being transferred
to the Purchaser and duly registered in the Purchaser's name or as they
shall direct.
5. Completion shall take place contemporaneously with the execution of this
agreement and shall be subject to and conditional on the Consideration
Shares having first been allocated in the name of the Vendor and then held
in an escrow account with the Purchaser's Solicitors or as the parties
hereto shall otherwise agree (and evidence in writing) pending their
release in accordance with the provisions of Clause 2(a) above and the
Vendor shall cause to be delivered to Purchaser the Share Certificates in
respect of the Sale Shares or make such other arrangements as the parties
hereto may have agreed for their safe delivery to the Purchaser.
VENDOR'S WARRANTIES
6. (a) ORGANISATION. The Vendor is a corporation duly formed, validly existing
and in good standing under the laws of Niue.
(b) AUTHORISATION. The Vendor has all necessary power and authority to enter
into, execute and deliver this Agreement and to perform all of the
obligations to be performed by it hereunder. This Agreement has been
duly authorised, executed and delivered by the Vendor and constitutes
its valid and binding obligation, enforceable against it in accordance
with its terms.
(c) VALIDITY. Neither the execution and delivery of this Agreement nor the
performance or consummation of the transactions contemplated hereby will
conflict with, result in a breach or violation of, constitute a default
under, or accelerate the performance provided by the terms of:
(i) any law, any rule or regulation of any government or any
agency of any government, or any judgment, order, writ, decree,
permit or license of any court or other agency of any government
to which the Vendor may be subject;
(ii) this Share Sale Agreement or any other contract, agreement,
commitment or instrument to which the Vendor is a party or by
which it or any of its assets is bound or committed; or
(iii) the Vendor constituent charter documents or other governing
instruments.
Neither the execution and delivery of this Agreement nor the
performance or consummation of the transactions contemplated hereby
will constitute an event which, with the lapse of time or action by
a third party, could result in the default under any of the
foregoing or result in the creation of any Lien upon the sale
shares. Other than the registrations, filings, consents and
approvals that have been made or obtained, the execution and
delivery of this Agreement and the performance and consummation of
the transactions contemplated hereby will not require any
registration, filing consent or approval under any such law, rule,
regulation, judgment, order, writ, decree, permit or license or
consent or approval of any other party or other contract, agreement,
commitment or instrument.
(d) OWNERSHIP OF SALE SHARES. The Vendor owns all right, title and
interest (legal and beneficial) in and to the Sale Shares identified
as being owned by the Vendor free and clear of all Liens.
(e) CAPITAL CONTRIBUTIONS. The Vendor has not:-
(i) received or been notified that it is entitled to receive
any payments of interest, dividends or capital
distributions,
(ii) made or been notified that it is entitled to or obligated
to make any Capital Contribution. The Vendor has no obligation
pursuant to any letter of credit, guarantee, pledge,
hypothecation, borrowing or other similar arrangement in
connection with the acquisition of any of the Sale Shares or
any transaction with any third party.
(f) CERTAIN CONDUCT. The Vendor has not, except with the prior
acknowledgement and approval by the Purchaser,
(i) sold, assigned, transferred, delivered or otherwise
disposed of any of the Sale Shares,
(ii) converted, exchanged or redeemed any of the Sale Shares,
(iii) forgiven, released, compromised or demanded payment of any
indebtedness owed to it by the Company other than upon full
payment thereof
(iv) amended, cancelled or terminated any Agreement with the
Company or entered into any new Company Agreement
(v) waived, amended, cancelled, terminated, exercised or failed to
exercise any of the material Sale Share rights,
(vi) created or permitted to exist any Lien on any of the Sale
Shares, or
(vii) agreed to do any of the foregoing
(g) COMPLETENESS OF DOCUMENTS. The Vendor or the Company have
furnished the Purchaser with, or have made available to the
Purchaser, accurate and complete copies of all material documents of
which the Vendor has knowledge, after due inquiry, evidencing the
Sale Shares and other agreements and documents relating to the
Company Sale Shares, the business and affairs of the Company, its
capital structure, accounts, business plans and generally any part
thereof, including all amendments thereto and such further or other
documentation requested by the Purchaser and provided to the
Purchaser by the Company (or any third party acting on the Company's
behalf).
(h) LITIGATION. There is no:-
(i) action, suit, claim, proceeding or investigation pending or
threatened against the Vendor, at law or in equity, or before
or by any federal, state, municipal or other government
department, commission, board, bureau agency or
instrumentality, domestic or foreign,
(ii) arbitration proceeding relating to the Vendor pending, or
(iii) governmental inquiry pending or threatened against the Vendor,
which, if adversely determined, would question the validity of
or prevent the consummation of the transactions contemplated
by this Agreement or materially and adversely affect any of
the Sale Shares.
(i) ACCURACY OF INFORMATION. To the Vendor's knowledge, neither this
Agreement or any of the transactions contemplated hereby contains an
untrue statement of a material fact or omits to state a material fact
necessary to make the statements made, in the light of the circumstances
under which they are made, not misleading, or contains a statement which
is misleading.
(j) SOLVENCY. The Vendor has assets which are in excess of its liabilities
and has the financial resources to meet any and all of its obligations
owed to third parties as they become due and is not insolvent under any
laws to which it is subject as such laws relate to bankruptcy,
insolvency, the exercise of the creditor's rights, the appointment of
trustees or receivers, or other similar laws.
(k) SECURITIES ACT REPRESENTATIONS. The Vendor is not an affiliate,
underwriter, issuer or dealer, as such terms are defined in the U.S.
Securities Act of 1933, as amended, of the Company.
PURCHASERS WARRANTIES
7. The Purchaser, for and on its own behalf, hereby represents and warrants
to the Vendor as follows:-
(a) ORGANISATION. The Purchaser is a corporation duly formed, validly
existing and in good standing under the laws of Delaware.
(b) AUTHORISATION. The Purchaser has all necessary power and authority
to enter into, execute and deliver this Agreement and to perform all
of the obligations to be performed by it hereunder. This Agreement
has been duly authorised, executed and delivered by the Purchaser
and constitutes its valid and binding obligation, enforceable
against the Purchaser in accordance with its terms.
(c) VALIDITY. Neither the execution and delivery of this Agreement nor
the performance or consummation of the transactions contemplated
hereby will conflict with, result in a breach or violation of,
constitute a default under, or accelerate the performance provided
by the terms of:-
(i) any law, any rule or regulation of any government or any
agency of any government or any judgment, order, writ, decree,
permit or license of any court or other agency of any
government to which the Purchaser may be subject;
(ii) any contract, agreement, commitment or instrument to which the
Purchaser is a party or by which the Purchaser or any of its
respective assets is bound or committed; or
(iii) the Purchasers constituent charter documents or other
governing instruments.
(d) PURCHASE FOR INVESTMENT. The Sale Shares to be purchased by the
Purchaser pursuant to this Agreement are being purchased for the
Purchaser's own account, for investment and not with a view to the
distribution or resale thereof.
(e) ACCURACY OF INFORMATION. Neither this Agreement nor any matter
referred to in correspondence passing between the parties
representatives prior to completion in connection with this
Agreement or any of the transactions contemplated hereby contains
an untrue statement of a material fact or omits to state a
material fact which is necessary to make the statements made
complete, in the light of the circumstances under which they are
made, and are not misleading, or contains a statement which is
misleading.
8. TRANSFER TAXES, FEES AND EXPENSES. The Vendor and the Purchaser shall pay
their own fees and expenses incurred in connection with the transfer of
the Sale Shares. For purposes of clarification, the Vendor and the
Purchaser shall each pay any taxes or transfer fees, stamp duty and other
levies owed to their own respective taxing authorities as a result of the
transfer of the Sale Shares.
9. CONFIDENTIALITY All information furnished by the Vendor to the
Purchaser or by the Purchaser to the Vendor in connection with this
Agreement and the transactions contemplated hereby, as well as the
terms, conditions and provisions of this Agreement, including the
Purchase Consideration and all the Schedules annexed to this Agreement
shall be kept confidential by the Vendor and the Purchaser and shall be
used by the Vendor and the Purchaser only in connection with this
Agreement and the transactions contemplated hereby, except to the
extent that such information:-
(a) which is made available by the Purchaser in respect of its proposed
sale of the Sale Shares to another party, such other party in turn
being subject to a Confidentiality Agreement in terms mutatis
mutandis to those contained in this agreement.
(b) is already known by the party to whom the information is disclosed
or in the public domain at the time the information is disclosed
(c) thereafter becomes lawfully obtainable from other sources,
(d) is required to be disclosed in any document to be filed with any
federal, state, municipal or other governmental department,
commission, board, bureau, agency or instrumentality, domestic or
foreign, or
(e) is required to be disclosed under laws or regulations applicable to
the Vendor and the Purchaser (including notice of the transactions
contemplated hereby given pursuant to rules and regulations of the
Securities and Exchange Commission of the United States (SEC) or
National Association of Securities Dealers (NASD) or by Court
Order). Notwithstanding the foregoing, the Vendor and the Purchaser
may disclose such information to their partners, directors,
officers, advisors, trustees, investors and representatives provided
that such persons shall be informed of the confidential nature of
such information and shall be obliged to keep such information
confidential pursuant to the terms of this Section.
CONDITIONS OF COMPLETION
10. CONDITIONS APPLICABLE TO THE PURCHASER. The obligations of the Purchaser
under this Agreement to consummate the transactions contemplated by this
Agreement at Completion are, at its option, subject to the following
conditions:
a. TRANSFER OF SHARES. The Vendor shall have transferred the Sale
Shares to the Purchaser as directed by the Purchaser in
consideration for the Consideration Shares subject to their release
in accordance with Clause 2(a) above mentioned.
b. PERFORMANCE OF THIS AGREEMENT. All the terms, covenants and
conditions of this Agreement to be complied with and performed by
the Vendor at or before Completion shall have been fully complied
with and performed in all material respects.
c. ACCURACY OF REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the Vendor set forth in this Agreement shall be true
and correct in all material respects both on the date of this
Agreement and as of the Completion Date (with the same force and
effect as if such representations and warranties were made anew at
and as of the Completion Date, except:-
(i) to the extent that such representations and warranties are by
their express provisions made as of the date of this Agreement
or another specified date and,
(ii) for the effect of any activities or transactions which may
have taken place after the date of this Agreement which are
contemplated by this Agreement.
d. LITIGATION. No action, suit, litigation, proceeding or investigation
shall :-
(i) have been formally instituted and be pending with regard to
the transactions contemplated by this Agreement, or
(ii) be threatened with regard to the transactions contemplated by
this Agreement.
On the Completion Date there shall not be in force any injunction,
order or decree restricting or enjoining consummation of the
transactions contemplated by this Agreement.
e. DUE DILIGENCE. The Purchaser shall have completed its due diligence
examinations in connection with the transaction contemplated by this
Agreement, including, but not limited to, examinations with respect
to the Company and no fact or circumstance shall have come to the
attention of the Purchaser which in the good faith judgment of the
Purchaser constitutes or would constitute a material breach of any
covenant of the Vendor hereunder or constitute or reflect any
material inaccuracy in or breach of any representation and warranty
made or to be made by the Vendor in connection with this Agreement.
f. PAYMENT OF PURCHASE PRICE. The Purchaser shall have completed in
accordance with the provisions of Clauses 2(a) and 5 above.
g. PERFORMANCE OF THIS AGREEMENT. All other terms, covenants and
conditions of this Agreement to be complied with and performed by
the Purchaser at or before Completion shall have been fully complied
with and performed in all material respects.
h. ACCURACY OF REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the Purchaser set forth in this Agreement shall have
been true and correct in all material respects both on the date of
this Agreement and as of the Closing Date with the same force and
effect as if such representations and warranties were made anew at
and as of the Closing Date, except:
(i) to the extent that such representations and warranties are by
their express provisions made as of the date of this Agreement
or another specified date, and
(ii) for the effect of any activities or transactions which may
have taken place after the date of this Agreement which are
contemplated by this Agreement.
INDEMNIFICATION
11. The Vendor hereby agrees to defend, indemnify and hold harmless to the
Purchaser from and against any damage, liability, loss, cost or expense
(including reasonable attorney's fees) occasioned or caused by, resulting
from or arising out of:-
(i) any failure by the Vendor or the Company to perform any of its
covenants or obligations as set forth in this Agreement or in any
certificate or instrument delivered pursuant to this Agreement;
(ii) any inaccuracy in or breach of the representations or warranties of
the Vendor set forth in this Agreement; and
(iii) any and all actions, suits, litigations, arbitrations, proceedings,
investigations or claims arising out of any of the foregoing or out
of facts that have occurred on or prior to the Completion Date even
though such proceedings or claim may not be filed or come to light
until after the Completion Date ("the "Purchaser's Damages");
provided always that in respect of all matters upon which the
Purchaser may seek to place reliance for the purpose of the Vendor
affording to them indemnification that all such matters should
reasonably have been within the knowledge of the Vendor or should
have been known by the Vendor upon the Vendor's making reasonable
inquiry, but not otherwise.
12. INDEMNIFICATION BY THE PURCHASER. The Purchaser does hereby agree to
defend indemnify and hold harmless the Vendor from and against any damage,
liability, loss,
cost or expense (including reasonable attorney's fees) occasioned or
caused by, resulting from or arising out of:-
(i) any failure by the Purchaser to perform any of its covenants or
obligations as set forth in this Agreement or to deliver any
certificate or instrument in respect of the Consideration Shares
required to be delivered pursuant to the provisions of Clause 2(b)
of this Agreement;
(ii) any inaccuracy in or breach of any of the representations or
warranties of the Purchaser set forth in this Agreement; and
(iii) any and all actions, suits, litigations, arbitrations, proceedings,
investigations or claims arising out of any of the foregoing or out
of facts that have occurred on or prior to the Completion Date even
though such proceeding or claim may not be tried or come to light
until after the Completion Date ("the Vendor's Damages"); provided
always that in respect of all matters upon which the Vendor may seek
to place reliance for the purpose of the Purchaser affording to it
indemnification that all such matters should reasonably have been
within the knowledge of the Purchaser or should have been known by
the Purchaser upon making reasonable enquiry, but not otherwise.
13. INDEMNIFICATION PROCEDURE. Each party which may request indemnification
under this Agreement agrees to give any party from which it may request
indemnification under this
Agreement prompt notice of any event or any written claim by a third
party, of which it obtains knowledge, which could give rise to any damage,
liability, loss, cost or expense as to which it may request
indemnification under this Agreement, and, in the case of such third
party, claims or assertions, each party which may request indemnification
under this Agreement at the expense of the indemnifying party will
co-operate with the indemnifying party in determining the validity of any
such claim or assertion. In connection with any such third party claim if
the indemnifying party shall have acknowledged in writing its obligation
to indemnify in respect of such claim which might give rise to a claim for
indemnity hereunder, the indemnifying party may select Counsel to direct
the Defence of such third party claim, which Counsel shall be reasonably
satisfactory to the indemnified party. The indemnifying party shall
arrange for such Counsel to inform the indemnified party on a regular
basis of the status of such case. The indemnified party may, at its
election and expense participate in the Defence of such third party claim.
The indemnifying party shall not settle any such claim without the consent
of the indemnified party if any relief, other than the payment of money
damages, would be granted by such settlement or if the indemnified party
would be liable to the third party for the amount of such settlement.
14. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
warranties of the parties to this Agreement shall survive for a period of
two years following the date of completion of the transaction hereby
contemplated. Any investigation or other examination that may have been
made or may be made at any time by or on behalf of the party to whom
representations and warranties are made shall not limit, diminish or in
any
way affect the representations and warranties in this Agreement
irrespective of any information obtained by them by any investigation,
examination or otherwise.
GENERAL
15. Any notice required or permitted to be given by either party to the other
under these Conditions shall be in Writing addressed to that other party
at its registered office or principal place of business or last known
address or such other address as may at the relevant time have been
notified pursuant to this provision to the party giving the notice.
16. No waiver by either party of any breach of this Agreement shall be
considered as a waiver of any subsequent breach of the same or any other
provision.
17. If any provision of these Conditions is held by any competent authority to
be invalid or unenforceable in whole or in part the validity of the other
provisions of these Conditions and the remainder of the provision in
question shall not be affected thereby.
18. This Agreement and these Conditions shall be governed by the laws of
England and Wales and the parties consent to the exclusive jurisdiction of
the English Courts in all matters regarding this Agreement and these
Conditions.
19. Unless the context otherwise requires, words importing one gender include
all other genders and words importing the singular include the plural and
vice versa. The
Headings incorporated into this agreement are solely for the purpose of
identification only and each clause contained herein shall be construed by
reference to the meaning of the wording used.
CONTINUING DISPUTES ARBITRATION
20. In the event of there being any dispute that has not been resolved between
the parties hereto then in the continued absence of agreement (which for
this purpose shall be deemed conclusive if either the Seller or the
Purchaser should serve a notice on the other calling for the dispute to be
arbitrated upon) the matter shall be referred to arbitration. Such dispute
shall be determined by a single Arbitrator to be agreed upon by the
parties but in default of such agreement shall be nominated on the
application of either party by the President of the Law Society of England
and Wales or other reasonable arbitration agreed upon by the parties
hereto acting in good faith and in accordance with and subject to the
provisions of any applicable legislation providing for arbitration for the
time being in force. Upon every such reference the arbitrator shall have
power to take the opinion of Counsel as he may think fit and to act upon
any opinion so taken and to obtain the assistance of such accountants or a
valuer or other experts as he may think fit and to act upon any statement
of accounts, valuation or expert assistance so obtained.
CANCELLATION
21. This agreement shall not be varied or cancelled unless such variation or
cancellation shall be expressly agreed in writing by the parties hereto.
CONTINUING EFFECT OF AGREEMENT
22. If any of the provisions of this agreement is found by an arbitrator,
court or other competent authority to be void or unenforceable such
provision shall be deemed to be deleted from this agreement and the
remaining provisions of this agreement shall remain in full force and
effect. Notwithstanding the foregoing the parties hereto shall
thereupon negotiate in good faith in order to agree the terms of a
mutually satisfactory provision to be substituted for the provision so
found to be void or unenforceable.
NO PARTNERSHIP
23. Nothing in this agreement shall be deemed to constitute a partnership
between the parties to this agreement nor constitute any party, the agent
of the other party or otherwise entitle any party to have authority to
bind the other party for any purpose.
CONFIDENTIALITY
24. The parties hereto (save as otherwise provided in this Agreement in Clause
9 above) shall keep all the terms and conditions of this Agreement and
anything relating thereto in the strictest of confidence and shall not
divulge any of the same to any third party save with the prior written
consent of the other party first being obtained. This strict duty of
confidentiality shall continue and remain in full force and effect
notwithstanding the fulfilment of all the other terms and conditions
hereof.
IN WITNESS whereof the parties hereto have hereunder affixed their hands the day
and year first aforementioned:-
Signed by a duly authorised
representative for and on behalf /s/ A.D. ▇▇▇▇▇▇▇
of the Vendor ----------------------------
Signed by a duly authorised representative /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇
for and on behalf of the Purchaser ----------------------------
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
THE FIRST SCHEDULE
100 Shares of 1 (Pound) each
THE SECOND SCHEDULE
The Shares represented by this Certificate have not been registered
under the Securities Act of 1933. The shares have been acquired for investment
and may not be offered or sold or otherwise transferred in the absence of an
effective Registration Statement for the shares under the Securities Act of
1933, or a prior opinion of Counsel satisfactory to the issuer, that
registration is not required under the Act.
THE THIRD SCHEDULE
