EXHIBIT 2.3
Executed February 15, 2000
SHARE PURCHASE AGREEMENT
for
SHARES IN SOL B0RS AS
between
SCHIBSTED MULTIMEDIA AS, MOMENTO SOL AS, SCANDINAVIA ONLINE AS,
M0LLA HOLDING AS, THORBJ0RN XXXXXX, XXXX XXXX XXXXXXXX, XXXXXX XXXXXXXX
AS SELLERS
and
XXXXXXXXXXXXXXXXXX.XXX INC
AS GLBN
TABLE OF CONTENTS
1. DEFINITIONS; INTERPRETATION....................................................................................4
1.1 DEFINITIONS...............................................................................................4
1.2 INTERPRETATION............................................................................................5
2. PURCHASE AND SALE OF SALE SHARES...............................................................................5
2.1 PURCHASE AND SALE OF SALE SHARES..........................................................................5
2.2. PURCHASE PRICE............................................................................................5
3. LOCK UP AGREEMENT...........................................................................................6
4. CONDITIONS PRIOR TO CLOSING....................................................................................7
5. CONDITIONS TO CLOSING.....................................................................................7
6. CLOSING...................................................................................................8
6.1. SELLER`S DELIVERIES.......................................................................................8
6.2 GLBN'S DELIVERIES.........................................................................................8
7. DUE DILIGENCE...............................................................................................9
7.1 THE PROCESS...............................................................................................9
7.2 DUE DILIGENCE CO-OPERATION................................................................................9
8. REPRESENTATIONS AND WARRANTIES OF THE SELLERS..................................................................9
9. REPRESENTATIONS AND WARRANTIES OF GLBN........................................................................12
10. INDEMNIFICATION AND LIABILITY.................................................................................12
10.1. INDEMNIFICATION..........................................................................................12
10.2 DURATION OF LIABILITY....................................................................................12
10.3 CLAIMS AND LIMITATIONS...................................................................................12
11. COMPETITION, CONFIDENTIALITY ETC...........................................................................13
11.1 NO SOLICITATION, NO HIRE.................................................................................13
11.2 CONFIDENTIALITY..........................................................................................13
13. NOTICES....................................................................................................13
14. FEES AND EXPENSES..........................................................................................14
15. GOVERNING LAW..............................................................................................14
16. DISPUTE RESOLUTION.........................................................................................14
17. COUNTERPARTS...............................................................................................15
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THIS SHARE PURCHASE AGREEMENT (the "AGREEMENT") is entered into by and between;
Schibsted Multimedia AS , a company organised and existing under the laws of
Norway (commercial trade Reg. 977 049 881) whose registered office is at
Xxxxxxxxxxxxx 00, 0000 Xxxx , Xxxxxx, (hereinafter referred to as "SMM") and,
Momento SOL AS , a company organised and existing under the laws of Norway
(commercial trade Reg. 000 000 000) whose registered office is at Xxxxxxxx 00,
0000 Xxxx, Xxxxxx, (hereinafter referred to as "MOMENTO") and,
Scandinavia Online AS, a company organised and existing under the laws of Norway
(commercial trade Xxx.Xx 974209314 ) whose registered office is at Xxxxxxxxx xxx
00, Xxxx (hereinafter referred to as "SOL"), and
M0LLA Holding AS, a company organised and existing under the laws of Norway
(commercial trade Xxx.Xx 980 618 684) whose registered office is at Xxxxxxxx 00,
0000, Xxxx, Xxxxxx (hereinafter referred to as "M0LLA"), and
Thorbj0rn Brevik, (hereinafter referred to as "TB") managing director of SOL
B0rs AS ("Company" see Definitions section below), and
Xxxx Xxxx Xxxxxxxx, (hereinafter referred to as "KJ") employee of the Company ,
and
Xxxxxx Xxxxxxxx, (hereinafter referred to as "ET") employee of the Company ,
all of the above collectively referred to as the "SELLERS"
and the Purchaser,
XxxxxxXxxXxxxxxxxx.xxx Inc., a company organised and existing under the laws of
the State of Delaware, USA whose registered office is located at 0000 Xxxx
Xxxxxxxx Xxxx Xxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx 00000 (hereinafter referred
to as "GLBN" ).
GLBN and the Sellers, hereinafter, referred to as the "Parties".
WHEREAS:
SMM is a shareholder of the Company, and owns 11.92 % of the shares (1101
sharesr) in the Company;
Momento is a shareholder of the Company, and owns 10.55 % of the shares (974
shares) in the Company;
SOL is a shareholder of the Company, and owns 45% of the shares 4156shares) of
the Company;
M0LLA is a shareholder of the Company, and owns 22.3 % of the shares (2060
shares) of the Company;
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TB is a shareholder of the Company, and owns 5.22 % of the shares (482 shares)
of the Company;
KJ is a shareholder of the Company, and owns 2.71 % of the shares (250 shares)
shares of the Company;
ET is a shareholder of the Company, and owns 2.31 % of the shares (213 shares),
of the Company;
On the date of this Agreement the share-capital of the Company is NOK 461,800,
consisting of 9236 shares of NOK 50 each;
The Sellers have agreed to transfer to GLBN, all shares equalling 100% interest
in the Company (as shall be defined below as "Sales Shares"), subject to the
terms and conditions of this Agreement;
NOW, THEREFORE the Parties in consideration of the mutual promises and covenants
herein contained have in good faith agreed as follows:
1. DEFINITIONS; INTERPRETATION
1.1 DEFINITIONS
In this Agreement, unless the context otherwise requires, the following
terms shall have the following meanings:
"FINANCIAL WEBSITES" shall mean sites on the Internet where financial
investment information is published;
"CLOSING" shall mean the event that the transactions contemplated in
this Agreement shall be consummated;
"COMPANY" shall mean SOL B0rs AS, a company organised and existing
under the laws of Norway (commercial trade xxx.Xx 979 175 027 ) whose
registered office is at Xxxxxxxx 00, 0000 Xxxx;
"COMMON SHARES" shall mean the shares in GLBN to be transferred to the
Sellers as consideration for the Sale Shares on Closing, which shall be
the GLBN shares currently trading on the nasdaq NMS under the symbol
"GLBN";
"GROUP" shall have the meaning as in the Norwegian Company Act of
1997ss.1-3;
"LOCK-UP PERIOD" shall mean the period where any transfer, sale or
distribution or pledging as security of the Common Shares is
prohibited;
"PANSOL" shall mean Scandinavia Online AB (Sweden), Scandinavia Online
A/S (Denmark) and Scandinavia Online AS (Norway);
"PURCHASE PRICE" shall have the meaning as set forth in Article 2.2. of
this Agreement;
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"SALE SHARES" shall mean all shares of the Company, including but not
limited to: all shares held by the Sellers (as defined below); all
outstanding warrants and/or options; and any other security issued and
outstanding, whether encumbered or unencumbered, or otherwise held in
the Company treasury, that represent 100% of the share interest in the
Company;
"SOL PORTALS" shall mean the websites owned and operated by PANSOLin
Norway, Sweden and Denmark and which are respectively located at:
XXXX://XXX.XXX.XX
XXXX://XXX.XXXXXXXX.XX
XXXX://XXX.XXX.XX;
or any other domain addresses, URLs, or such additional websites ,
which may replace or co-exist with the SOL Portals, where the nature
thereof is substantially similar to the SOL Portals or such site that
may be substantially used by the existing SOL user base;
"TRAFFIC" shall mean page views, unique users , and user sessions on
the SOL Portals, measured by branch standards in each country.
1.2 INTERPRETATION
In this Agreement, unless the context otherwise requires;
a) words denoting the singular include the plural and vice versa,
and;
b) a reference to (i) a party to this Agreement or any other
person includes its successors and permitted assigns, and (ii)
a document is a reference to that document as amended, novated
or supplemented.
The headings and the Table of contents are inserted for convenience of
reference only and shall not affect the interpretation of this
Agreement.
2. PURCHASE AND SALE OF SALE SHARES
2.1 PURCHASE AND SALE OF SALE SHARES
Subject to the terms and conditions hereof, the Sellers hereby agree to
transfer the Sale Shares to GLBN. The title and all ownership rights
to the Sale Shares shall be assigned to GLBN upon Closing.
2.2. PURCHASE PRICE
The Purchase Price for the Sale Shares contemplated in this Agreement
shall be equal to US $ 7,500,000.00 ( seven million fivehundred
thousand dollars). The Purchase Price to be paid to the Sellers shall
be allocated between cash and Common Shares in GLBN according to the
following:
a) GLBN shall pay a cash contribution of US $3,000,000.00 (three
million dollars) to the Sellers on Closing. This payment shall
be distributed to the Sellers in pro rata
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proportion to their ownership in the Company in accordance
with the following schedule:
The total amount shall be paid to SMM account no. in Den
Norske Bank: 7009.04.41335.
SMM shall distribute the amount between the Sellers as
follows:
Distribution of Cash
SOL USD 1,349,935
M0LLA USD 669,121
Momento USD 316,371
SMM USD 357,622
TB USD 156,561
KJ USD 81,204
ET USD 69,186
Total USD 3,000,000
b) GLBN shall pay on Closing by allocation of Common Shares in
GLBN, currently trading on the nasdaq NMS under the symbol
"GLBN", by issuing new shares to the Sellers in an amount
equal to US $4,500,000.00 (fourandahalfmilliondollars). Such
Common Shares shall be priced at the average closing price of
the five business days immediately prior to the signing of the
Heads of Agreement dated January 19, 2000, that price is US
$28.225 per Common Share. The number of shares allocated is
159,433. The allocation of shares shall be distributed to the
Sellers in pro rata proportion to their ownership in Company
as follows:
Distribution of Shares:
SOL 71,741
M0LLA 35,560
Momento 16,813
SMM 19,006
TB 8,320
KJ 4,316
ET 3,677
Total 159,433
3. LOCK UP AGREEMENT
The Common Shares contributed as payment in accordance with Article
2.2. b), of this Agreement shall be subject to a lock-up period in
accordance with the following conditions;
a) 25% of the Common Shares distributed to each of SOL, Momento
and SMM shall be subject to a Lock-Up period of 9-months
following the Closing of this Agreement; and
b) 25% of the Common Shares distributed to each of SOL, Momento
and SMM shall be subject to a Lock-Up period 1-year following
the Closing of this Agreement; and
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c) 25% of the Common Shares distributed to each of SOL, Momento
and SMM shall be subject to a Lock-Up period of 18-months
following the Closing of this Agreement; and
d) 25% of the Common Shares distributed to each of SOL, Momento
and SMM shall be subject to a Lock-Up period of 24-months
following the Closing of this Agreement.
e) The Common Shares distributed to each of M0LLA, TB, KJ and ET
shall not be subject to a Lock-Up period, however the shares
can not be traded until they have been registered for trading,
such registration must be approved by the Security Exchange
Commission . This procedure can take anything from 3-6 months
and is out of control of GLBN.
4. CONDITIONS PRIOR TO CLOSING
Until GLBN has acquired a full and clear title to all Sale Shares
pursuant to this Agreement, the Sellers warrant that the Company shall
not, unless GLBN shall otherwise agree in writing:
a) issue any shares or rights to subscribe shares of any class;
b) increase or decrease its share capital;
c) change the par value or the rights attached to any of its
shares; or
d) take any other action: by amendment of its articles of
association or any other Company document; or through Company
reorganisation, consolidation, sale of Company share capital,
merger or sale of Company assets, or any other action, which
might result in a dilution of the interest that GLBN shall
have in the Sale Shares which shall equal 100% of the share
interest in the Company.
5. CONDITIONS TO CLOSING
The completion of the sale and transfer of the Sale Shares at Closing,
and the obligation of GLBN to make and transfer the consideration for
the Sale Shares in accordance with Clause 2, hereinabove, shall be
subject to the fulfilment of the following contemporaneous conditions:
a) an exclusive Content Supply Agreement between SOL, Scandinavia
Online AB, Scandinavia Online A/S and GLBN concerning
Financial Websites is entered into on terms and conditions
satisfactory to GLBN and SOL;
b) SOL's Board of Directors shall have approved this Agreement no
later than February 16,2000;
c) SMM`s Board of Directors shall have approved this Agreement no
later than February 16, 2000.
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d) GLBN Board of Directors shall have approved this Agreement no
later than February 16,2000.
6. CLOSING
The transactions contemplated in this Agreement shall be consummated at
the date of Closing, at the offices of SMM located at Xxxxxxxxxxxxx 00,
Xxxx, Xxxxxx, or on such other date or place that shall be mutually
agreed upon by the Sellers and GLBN. All documents which the Sellers'
and GLBN shall deliver shall be in a form satisfactory to all the
Parties.
6.1. SELLER`S DELIVERIES
At Closing, the Sellers shall deliver and perform the following acts:
a) ensure that GLBN's ownership to the Sale Shares are duly noted
in the Company`s Shareholder Ledger, and any other documents
which are required by Norwegian law or the Company's articles
of association or any other document needed for a valid
transfer of title to the Sale Shares from the Sellers to GLBN.
b) execute and deliver all requisite deeds, bills of sale,
receipts, assignments, instruments and documents deemed
necessary to effectuate the transfer of the Sale Shares to
GLBN and complete the transaction contemplated in this
Agreement, all in such form and substance satisfactory to
GLBN.
c) all members of the Board of Directors ("BOD") of the Company
shall resign from the board, effective from the time of
Closing, with the exception of TB, who shall remain a member
of the new BOD ("New BOD") at GLBN's pleasure. Immediately
after Closing, a General Meeting will be held, under which the
articles of association will be changed, allowing for the New
BOD to consist of three (3) directors, and the New BOD will be
appointed.
6.2 GLBN'S DELIVERIES
At Closing, GLBN shall deliver and perform the following acts;
a) ensure that the Sellers ownership to the Common Shares are
duly noted in GLBN register and any other documents which are
required by law or GLBN's articles of association or any other
document needed for a valid transfer of title to the Common
Shares from GLBN to the Sellers;
b) execute and deliver all requisite deeds, bills of sale,
receipts, assignments, instruments and documents deemed
necessary to effectuate the transfer of the
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Common Shares to the Sellers and complete the transaction
contemplated in this Agreement, all in such form and substance
satisfactory to the Sellers;
c) immediately after Closing start the registration process with
the Security Exchange Commission for lifting the trading
restriction in the Common Shares , and to promptly give
response to all Security Exchange Commission enquiries under
the registration process.;
d) wire transfer the cash payment for the Sale Shares in the
Company to the Sellers accounts within twenty-four (24) hours
of the Closing, in accordance with Article 2.2. a) herein this
Agreement above.
7. DUE DILIGENCE
7.1 THE PROCESS
Prior to the Closing, GLBN has executed a due diligence investigation
of the Company comprising legal, technical and financial matters.
7.2 DUE DILIGENCE CO-OPERATION
The Sellers have been given GLBN access to all documents of the
Company, and have assited by answering all questions diligently and
otherwise co-operated to the extent necessary.
8. REPRESENTATIONS AND WARRANTIES OF THE SELLERS
The Sellers hereby represent and warrant to GLBN that as of the date
hereof:
a) specifically, the Company, is a company duly organised and
validly existing under the laws of Norway and is otherwise
fully compliant with the laws governing corporations in
Norway, the articles of association and the by-laws of the
Company, and that all shares of the Company are accounted for
and are duly recorded in the Shareholder Ledger (SEE ATTACHED
EXHIBIT "A").
b) specifically, that all shares in the Company currently owned,
or previously transferred, by Hugin AS, must be fully
accounted for, subscribed, and properly noted in the
Shareholder Ledger.
c) specifically, that those 732 new shares issued to TB and KJ
(in the amounts 482 and 250 respectively) shall be filed with
Norwegian Business Registry by the Company prior to Closing,
and that any tax liability that may arise as a result of
registering said shares late, shall be the sole liability of
the Sellers or of TB and KJ, as may be applicable, and shall
not become the liability of GLBN or the Company. However, the
Company shall be liable for any pay-roll tax up to the
aggregate amount of NOK
9
100,000, caused by TB and/or KJ's acquisition of shares in the
Company not being caused by the late registration of the above
mentioned shares.
d) specifically, that those options to purchase shares in the
Company, granted to and held by ET, shall have been exercised
by ET and that ET shall have clear title to such shares before
Closing. Such shares shall constitute part of the Sale Shares,
and shall be fully transferable to GLBN at Closing and as a
result of such an exercise of said options by ET, the Company
shall pay whatever payroll tax that shall arise in this
particular instance.
e) specifically, that any and all loans made to the Company; any
and all debts incurred by the Company, and any and all accrued
interest on said loans and/or debts, involving SOL, SMM,
M0LLA, Momento, Hugin AS,and any other shareholder, have been
satisfied in full so that no such outstanding claims can be
brought against the Company.
f) specifically, the Sellers shall ensure that upon signing of
this Agreement, the Company shall relinquish any and all
rights and interests that the Company, may have in
distribution rights for and through the SOL Portals for
Financial Websites, which may have been either formally
written and documented, or oral and not documented.
g) specifically, the Sellers shall ensure that the Company shall,
prior to Closing, take such necessary BOD action, including
but not limited to calling a BOD meeting, in order to formally
adopt the Company's 1999 accounts, that these will not be
materially different from the pro forma accounts presented to
GLBN during the due diligence; and further warrants that
neither the Sellers nor the Company have undertaken , nor
refrained from undertaking, any measure(s) that may have
caused material adverse change(s) to the Company in the period
after the last audited accounts of the Company;
h) specifically, the Sellers shall assume responsibility for any
and all debts incurred by the Company during 1999, that may
not appear on the Company's 1999 account, at the time of Board
of Directors' meeting to adopt the 1999 account, such meeting
shall occur prior to Closing. Additionally, the audited
financial statement of the Company, for the fiscal year ended
1999, has been prepared in accordance with generally accepted
accounting principles of Norway and truly and fairly presents
the financial position of the Company for that period.
i) specifically, any obligations entered into by the Company,, in
either written documented form, or in oral and undocumented
form, which have not been disclosed to GLBN prior to Closing,
shall become the sole responsibility of the Sellers, including
all resulting liabilities that may arise.
j) specifically, the Company is fully licensed to conduct the
types of activities the Company has engaged in including any
necessary licenses pertaining regulatory compliance,
intellectual property (including but not limited to software),
and professional licenses.
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k) specifically, the Company has procured registration to the
Uniform Recourse Locators ("URL's") XXX.XXXXXXX.XX;
XXX.XXXXXXX.XXX;, and that following Closing no activity shall
be taken to divert Traffic from any of the URL's listed
herein.
l) specifically, on the date of this Agreement the registered
share capital of the Company is NOK 425,200 and in addition
the Shareholders Meeitng decided in Agust 25,1999 to issue 732
new shares , to be filed for registration prior to Closing, so
that the total sharecapital in the Company is NOK 461,800, and
such share capital, prior to Closing, has been duly subscribed
and fully paid up by the present shareholders of the Company
in accordance with all applicable laws. There are no other
type of shares of capital stock or other securities of the
Company outstanding.
m) specifically, there are no agreements or understandings to
which the Company is a party or by which the Company is bound
relating to any shares or other securities of the Company
(including the Sale Shares), whether or not outstanding;
n) specifically, there is no legal action, suit, proceeding or
investigation pending, and to the best of the Sellers
knowledge, no such action is threatened against the Company.
o) specifically, the Sellers have full power to enter into and
fulfil its obligations under this Agreement; neither the
execution and the delivery of this Agreement, nor the
compliance by the Sellers with the terms and provisions
hereof, will conflict with, or result in a breach or violation
of any of the terms, conditions and provisions of (i)
Company's articles of association or other governing
instruments; (ii) any judgement, order, injunction, decree or
ruling of any court or governmental or local authority, to
which the Sellers or the Company is subject; (iii) any
agreement, contract, license, commitment or permit to which
the Sellers or the Company is a party; or (iv) any applicable
law;
p) specifically, that all shares that represent 100% of the total
interest in the Company and, which are represented as the Sale
Shares , shall be fully transferable to GLBN at Closing and
shall not otherwise be the subject of options or warrants or
any other forms of derivatives or rights to transfer or
acquire any non-issued shares or other securities issued to
third-parties and otherwise shall not be subject to
encumbrances of any kind;
q) specifically, that all Traffic figures presented by the
Company are reasonably accurate (including but not limited to
monthly page views and unique visitors) representations. (SEE
ATTACHED EXHIBIT "B" FOR REPRESENTATIVE COMPANY TRAFFIC
FIGURES)
r) specifically, that TB, KJ, and ET shall not, following Closing
and for a period of twelve (12) months, undertake any
activities that might undermine and adversely affect the
quality of Traffic and the value of services of the Financial
Website and xxx.xxxxxxx.xx. Furthermore, TB, KJ, and ET shall
otherwise co-operate fully with GLBN during the business
transition period of the Company following Closing.
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9. REPRESENTATIONS AND WARRANTIES OF GLBN
GLBN hereby represents and warrants that as of the date hereof:
a) GLBN is a company duly organised and validly existing under
the laws of the State of Delaware USA;
b) GLBN has full power and title to enter into and fulfil its
obligations under this Agreement; neither the execution and
the delivery of this Agreement, nor the compliance by GLBN
with the terms and provisions hereof, will conflict with, or
result in a breach or violation of any of the terms,
conditions and provisions of (i) GLBN's articles of
association or other governing instruments; (ii) any
judgement, order, injunction, decree or ruling of any court or
governmental or local authority, to which GLBN is subject;
(iii) any agreement, contract, license, commitment or permit
to which GLBN is a party; or (iv) any applicable law; they
have the power and authority to enter into this Agreement.
10. INDEMNIFICATION AND LIABILITY
10.1. INDEMNIFICATION
The Sellers shall indemnify GLBN against any losses, damages or claims
suffered by GLBN as a result of any breach of the representations or
warranties set forth in Article 8 or any breach or violation of any
covenant, undertaking or obligation of the Sellers set forth in this
Agreement.
10.2 DURATION OF LIABILITY
The liability of the Sellers shall remain valid until 9-months after
the Closing. No claim may be brought by GLBN against the Sellers in
respect of any breach of the warranties hereunder unless notice in
writing of such claim with detailed information of the claims are made
and the basis therefore has been given to the Sellers within 9-months
after the Closing.
10.3 CLAIMS AND LIMITATIONS
GLBN shall not be entitled to damages for losses which are related to
matters which are disclosed to GLBN under this Agreement or during the
due diligence process, exempt for those specifically mentioned in
Clause 8, above. For other claims GLBN shall be indemnified if the
aggregate amount of such losses exceeds an amount of US $50,000 ( fifty
thousand dollars), and only for the part of the claim exceeding US $
25,000 (twenty five thousand dollars). Except in the case of fraud or
gross negligence the aggregated amount of all claims against the
Sellers shall not exceed the sum equal to US $ 1 million (one million
dollars).
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10.4 THIRD PARTY CLAIMS
GLBN shall notify the Sellers in writing no later than 10 working days
after having received claims from third party against the Company which
may cause a liability for the Sellers.
11. COMPETITION, CONFIDENTIALITY ETC.
11.1 NO SOLICITATION, NO HIRE
All Parties to this agreement shall, and shall procure that no member
of their respective Groups, for a period of two years from Closing not;
a) induce, solicit or endeavour to entice any employee of the
other Group to leave the service or employment of any member
of the other Group, or
b) hire
(i) any of TB, KJ and ET away from GLBN or Company, or
(ii) any person who during the period of twelve months
prior to Closing was an employee of any member of the
other Group occupying a senior or managerial position
likely to be in possession of confidential information
relating to, or able to influence the customer
relationships or connections of any member of the
Group.
In the event of an infringement of this obligation, the parties shall
be liable to pay to the other party liquidated damages of US $25,000
(twenty five thousand dollars)in respect of any person mentioned under
(b)(i) and b (ii).
11.2 CONFIDENTIALITY
GLBN and the Sellers shall treat the content of this Agreement,
information on the other parties businesses and any other information
received or obtained by either party strictly confidential, save as
information already made public, except for regulatory requirements.
13. NOTICES
Any notice to be given under this Agreement shall be in writing and
deemed to have been duly given when it is given at such party's address
specified below its signature to this Agreement or at such other
address as such party has notified to the other party.
Address for notices to SOL:
Address: Xxxxxxxxx xxx 00, Xxxx, Xxxxxx
Telefax: + 47 22090277
Attention: President of SOL
Address for notices to SMM:
Address: Xxxxxxxxxxxxx 00, Xxxx, Xxxxxx
Telefax: + 47 23106601
Attention: Group Controller Xxxxx Xxxxxxxx
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Address for notices to GLBN
Address: 0000 Xxxx Xxxxxxxx Xxxx Xxxx,
Xxxxx 000, Xxxx Xxxxx; Xxxxxxx 00000, XXX
Telefax: + 1 561 417 8054
Attention: Xxxxx Xxxxxx.
14. FEES AND EXPENSES
Fees and expenses incurred by each party in connection with, relating
to or arising out of the negotiation, execution, delivery and
performance of this Agreement, including but not limited to auditors,
financial advisors, legal advisors etc, shall be borne by such Party
and not by the Company.
15. GOVERNING LAW
This Agreement shall be governed by, and construed in accordance with,
the laws of Norway.
16. DISPUTE RESOLUTION
Disputes between the parties arising out of or in connection with this
Agreement shall primarily be resolved by negotiations. Each party may
however decide to refer the dispute to arbitration in accordance with
the then-current rules of Chapter 32 of the Norwegian Civil Procedures
Act of 13 August 1915, if a settlement has not been reached within 3
weeks of negotiations.
However, neither negotiations nor the arbitration clause shall limit
either party to seek interim, interlocutory or permanent injunctive
relief from any court of competent jurisdiction.
The arbitration proceedings will be conducted in Oslo or, if agreed
between the Parties, any other city acceptable to both parties. The
language of the arbitration proceedings will be in English. The
arbitration will be conducted before a three person panel, consisting
of one arbitrator selected by GLBN, one arbitrator selected by the
Sellers, and one arbitrator selected by the foregoing two arbitrators.
If any of the parties should fail to appoint an arbitrator within 3
weeks after the negotiations period as mentioned above has ended, the
other party will be given the right to appoint the arbitrators. Each
arbitrator will be experienced in conducting international arbitration
in the communications industry. The decision resulting from the
arbitration will be final and binding on the parties. The GLBN and the
Sellers each agree that, except as required by applicable law or
regulation, it will keep confidential the existence and outcome of any
arbitration proceeding, as well as the contents thereof, and will
require the arbitrators to adhere to the same obligation of
confidentiality.
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17. COUNTERPARTS
This Agreement is made and executed in seven (8) originals in the
English language. One original for each of SOL, SMM, Momento, M0LLA,
TB, KJ, ET and GLBN.
Signed in ....... on ____ 2000 Signed in ....... on ____ 2000
Scandinavia Online AS: XxxxxxXxxXxxxxxxxx.xxx Inc.:
-------------------------------- ----------------------------------
Schibsted Multimedia AS:
--------------------------------
M0LLA Holding AS:
--------------------------------
Momento SOL AS:
--------------------------------
Thorbj0rn Xxxxxx:
--------------------------------
Xxxx Xxxx Jonassen :
--------------------------------
Xxxxxx Xxxxxxxx:
--------------------------------
