EXHBIT 4.5
DATED1998SHARE PURCHASE AGREEMENT- between -VAN DER LINDEN HOL
DING BVSTEINBERG HOLDING BVTOHO PHARMACEUTICAL CO LTDhereinafter
referred to as the "Vendors"- and -PAREXEL INTERNATIONAL
CORPORATIONhereinafter referred to as the "Purchaser"
XXXXXXXX XXXXXX
000 Xxxxxx
Xxxxxx XX0X 0XX
Tel: 0000-000 0000
Fax: 0000-000 0000
Ref: RWE/0627323.01A
SHARE PURCHASE AGREEMENT dated 1998 BETWEEN
(1) VAN DER LINDEN HOLDING BV, a company incorporated under
the laws of [the Netherlands], having its corporate seat at [
];
(2) XXXXXXXXX HOLDING BV, a company incorporated under the
laws of [the Netherlands] having its corporate seat at
[ ];
(3) TOHO PHARMACEUTICAL CO LTD, a company incorporated under
the laws of Japan, having its corporate seat at
[ ];
hereinafter together referred to as "the Vendors";
and
(4) PAREXEL INTERNATIONAL CORPORATION, a company incorporated
under the laws of Massachusetts, having its corporate seat
at [ ], hereinafter referred to as "Purchaser";
and
(5) Mrs Els van der LINDEN of [ ];
(6) Xx Xxxxx-Xxxx XXXXXXXXX of [ ];
hereinafter together referred to as "the Guarantors".
WHEREAS
a. the Vendors hold [the entire issued share capital,
[ shares] numbered [ ] through [ ] in the capital
of MIRAI B.V., a limited liability company incorporated
under the laws of the Netherlands, having its corporate
seat at [ ], registered number 206.308 (Amsterdam)
hereinafter referred to as "the Company". The shares in
the capital of the Company held by the Vendors are
hereinafter referred to as "the Shares";
b. [ ];
HAVE AGREED AS FOLLOWS:
Article 1: Sale and purchase
1.1 The Vendors herewith sell the Shares to the Purchaser, who
herewith purchases and accepts the Shares (together with
all accrued rights and benefits) from the Vendors for the
consideration described in Article 1.2 ("the
Consideration").
1.2 The Consideration shall be satisfied by the allotment and
issue (subject to sub-article 1.3 below) to the Vendors of
[ ] Common Stock of US$0.01 each of the Purchaser
ranking pari passu with the Common Stock of the Purchaser
in issue at Completion and credited as fully paid ("the
Consideration Shares").
1.3 A proportion of the Consideration Shares amounting in
aggregate to [10%] of the total Consideration Shares shall
not be issued to the Vendors on the date hereof but shall
be held in escrow on the terms and conditions set out in
Articles 3.5 and 3.6.
Article 2: Transfer
2.1 Transfer of the Shares will take place on [ ], or such
earlier or later date as parties will agree to in writing
(hereinafter referred to as "the Transfer Date"), in front
of a civil law notary, in accordance with the relevant
clauses of the Articles of Association of the Company and
the law.
2.2 The Consideration Shares shall be issued at the Transfer
Date.
2.3 All costs related to the transfer of the Shares shall be
shared equally by the Purchaser and the Vendors.
2.4 Parties commit themselves herewith to perform all (legal)
acts as necessary for the transfer of the Shares.
Article 3: Representations and warranties
3.1 In this Agreement and Annex 1 the expression "Warranty"
shall mean those representation and warranties made to the
Purchaser by the Vendors set out in this Agreement and in
Annex 1;
3.2 The Purchaser has entered into this Agreement and proposes
to acquire the Shares on the faith of the Warranties and
the further representations by the Vendors/Guarantors that
all information relating to the Company and its business
which is at the date hereof known or would on reasonable
enquiry be known to the Vendors/Guarantors and which ought
to be disclosed to a purchaser of the Shares has been
disclosed to the Purchaser. The Vendors/Guarantors
represent and warrant to the Purchaser that each and every
separate Warranty as listed in Annex 1 hereto is true and
correct both at the date of signing of this agreement and
at the Transfer Date.
3.4 The expression "the Company" where used in this Agreement
(and in Annex 1) shall mean the Company and each of the
subsidiaries listed in Annex 2 ("the Subsidiaries").
Accordingly the representations and warranties contained
in this Agreement shall apply in each case to the Company
and to the Subsidiaries and (without prejudice to the
generality) any references in this Agreement (and the
Annexures) to any statutory provision, regulation or
accounting principles applying in the Netherlands shall be
deemed to include references to any equivalent provision,
regulation or accounting principles in any jurisdiction in
which any Subsidiary is incorporated and/or carries on
business and any reference to any governmental or
administrative authority or agency shall include
references to any equivalent governmental or
administrative authority in any other relevant
jurisdiction.
3.5 At the signing, each Vendor shall be deemed to have
directed Purchaser to withhold from delivery ten percent
(10%) of the Consideration Shares. The Consideration
Shares withheld are herein referred to as the "Holdback
Shares". The Holdback Shares shall be issued to the
Vendor but held in escrow by Purchaser, subject to the
terms and conditions hereinafter set forth. Holdback
Shares shall be considered issued and outstanding shares
of capital stock of Purchaser and each Vendor shall be
entitled to vote such shares and receive any and all
dividends or distributions payable with respect to such
shares.
3.6 The Holdback Shares shall be distributed to the Vendors as
follows:
3.6.1 promptly after the earlier to occur of (i) the
delivery by Price Waterhouse LLP of its report on
Purchaser's financial statements for the fiscal
year ended June 30, 1998, or (ii) January [], 1999,
the Holdback Shares shall be distributed to the
Vendors, except that the portion of the Holdback
Shares having a fair market value as of the signing
date most nearly equal to the damages incurred by
the Purchaser as to which a claim shall have been
previously and duly delivered to the Vendors, shall
continue to be withheld in escrow. The amount of
such damages shall be based upon a written
certification of the Chief Executive Officer of
Purchaser to the Vendors as to the amount of
damages incurred, together with supporting
documentation. The balance of the Holdback Shares
not so withheld shall be distributed to the
Vendors;
3.6.2 the Holdback Shares not so distributed to the
Vendors pursuant to subsection 3.6.1 shall be
retained by Purchaser in escrow until such pending
claims are resolved; provided, however, that upon
the disposition of any such claim prior to the
disposition of all such claims, Purchaser shall
distribute to the Vendors that amount of the
Holdback Shares having a value as of the signing
date in excess of 100% of the aggregate amounts of
the remaining damages incurred as determined above.
Article 4: Period until Transfer Date
4.1 The Vendors will not alienate, or vest any security right
or grant an option on the Shares between the date of
signing of this agreement and the Transfer Date.
4.2 The Vendors represent and warrant that as from the date of
signing of this agreement until the Transfer Date the
Company will not enter into any transaction or commit
itself other than in the ordinary and usual course of its
business.
Article 5: Directors
5.1 On the Transfer Date, prior to transfer of the Shares, the
Vendors shall deliver to the Purchaser resignation letters
from all of the members of the Executive Board [and
Supervisory Board] of the Company, in which they resign
effective on the Transfer Date as member of [this
Board/these Boards] and waive any claim against the
Company for remuneration or loss of office.
Article 6: Compliance with US law
Each Vendor and Guarantor:
6.1 warrants and represents to the Purchaser that the
Vendor/Guarantor:-
6.1.1 is acquiring the Consideration Shares for his own
account and not on behalf of any other person, and
the Vendor/Guarantor is acquiring the Consideration
Shares for investment purposes and not with a view
towards distribution and has no present arrangement
to sell the Consideration Shares;
6.1.2 is not an officer or director of any affiliate of
the Purchaser;
6.2 acknowledges and agrees that the Consideration Shares have
not been registered under the Act, and may not be offered
or sold unless the Consideration Shares are registered
under the Act or an exemption from the registration
requirements of the Act is available;
6.3 acknowledges that the Consideration Shares are being
offered and sold to him in reliance on specific exemptions
from the registration requirements of the United States
Federal and State securities laws and that the Purchaser
is relying upon the truth and accuracy of the
representations, warranties, agreements, acknowledgements
and understandings of the Vendor/Guarantor set forth
herein in order to determine the applicability of such
exemptions and the suitability of Vendor/Guarantor to
acquire the Consideration Shares;
6.4 acknowledges that it is his responsibility to satisfy
himself as to the full observance by this transaction and
the sale of the Consideration Shares to him of the laws of
any jurisdiction outside the United States and that he has
done so;
6.5 acknowledges that in the view of the United States
Securities and Exchange Commission, the statutory basis
for the exemption claimed for the transactions would not
be present if the offer and sale of the Consideration
Shares to the Vendor/Guarantor is part of a plan or scheme
to evade the registration provisions of the Act and the
Vendor/Guarantor confirms that this transaction is not
part of any such plan or scheme;
6.6 has received and carefully reviewed the Purchaser's Annual
Report on form 10-K for the fiscal year June 30, 1997,
Quarterly Reports on Form 10-Q for the Quarters Ended
September 30 [and December 31], 1997, Current Reports on
Form 8-K dated October 23 1997 and [ ] 1998,
and Proxy Statement dated October 8, 1997 (the "SEC
Reports") and has had a reasonable opportunity to ask
questions of and receive answers from the Purchaser
concerning the Purchaser, and all such questions, if any,
have been answered to the full satisfaction of the
Vendor/Guarantor.
6.7 acknowledges that no representations or warranties have
been made to him by the Purchaser or any agent, employee
or affiliate of the Purchaser and in entering into this
transaction the Vendor/Guarantor is not relying upon any
information, other than that contained in this Agreement
and the results of independent investigations by the
Vendor/Guarantor;
6.8 has not sold, exchanged, transferred, pledged, disposed or
otherwise reduced his risk relative to the Consideration
Shares during the 30 day period preceding the date hereof;
6.9 acknowledges and agrees that this transaction is intended
to be accounted for as a pooling of interests for
financial accounting purposes, and, in that regard the
Vendor/Guarantor hereby agrees with the Purchaser that the
Vendor/Guarantor will not sell, exchange, transfer,
pledge, dispose or otherwise reduce his risk to the
Consideration Shares during the period which begins on the
date hereof and ends at such time as the Purchaser
publicly announces financial results covering at least
thirty days of post-closing combined operations of the
Purchaser and the company (the "Pooling Lock-up Period")
and the Purchaser at its discretion, may cause stop
transfer orders to be placed with its transfer agent with
respect to the Consideration Shares during the Pooling
Lock-up Period;
6.10 acknowledges and agrees that all offers and sales of the
Consideration Shares shall only be made in compliance with
(i) the Pooling Lock-up Period and (ii) Purchaser's xxxxxxx
xxxxxxx and blackout period policies, as from time to time
in effect; and (iii) pursuant to an effective registration
statement under the Act or an exemption from registration
under the Act.
Article 7: Guarantees
[Guarantors to guarantee obligations of Vendors].
Article 8: Governing law/Competent court
8.1 This deed, including its annexes, is governed by Dutch
law. Any dispute arising under this agreement or any other
agreement resulting therefrom shall be brought before the
competent Court of Amsterdam, the Netherlands.
Signed in twofold in [ ], on [ ]
Vendors Guarantors
Purchaser
Annex 1: Representations and Warranties (article 3.1)
Annex 2: Details of Company and Subsidiaries
Placebo BV
Echo Medical BV
Til Occam (UK)
Medstat (Norway)
Medstat (Baltic)
Item
Mirai (Poland)
Mirai (Czech)
Mirai (Hungary)
Mirai (Russia)
ANNEX 1 to the Share Purchase Agreement of [ ] between
[Vendor] and [Purchaser]
This annex forms an integral part of the Share Purchase Agreement
between [Vendors], [Purchaser] and [Guarantors] of [date] on the
sale and purchase of the Shares (hereinafter: the Agreement).
The terms, as defined in said agreement will have the same
meaning in this annex. Save where the context otherwise requires
the expression "the Company" shall mean the Company and each of
the Subsidiaries.
"Industrial Property Rights" shall mean patents, trade marks,
registered designs, pending
applications for any of the
foregoing, trade or business names
and copyright and [design rights];
and
"Accounts" shall mean [the audited balance
sheet as at the
[ ] and
audited profit and loss account for
the year ended on the
[ ] of each
of the Company and the Subsidiaries
including in the case of the
Company the audited consolidated
balance sheet as at such date and
the audited consolidated profit and
loss account for such period and in
each case the] [directors report
and notes, if any];
Representations and Warranties
The Vendors represent and warrant to Purchaser as follows:
1.1 Corporate Standing
The Company is duly organised and validly existing under
the laws of the Netherlands.
1.2 Articles of Association
The Articles of Association of the Company as currently in
force do not contain any provision which could prevent or
impair the performance of any obligation of the Vendor
under the Agreement.
1.3 Directorships and Permanent Powers of Attorney
Annex 1.3 to this Annex lists the names of all members of
the executive board [and the supervisory board] of the
Company, and of all the individuals who have permanent
powers of attorney to represent the Company.
1.4 Capital and Shares
There are neither share certificates nor depository
receipts (certificaten) in respect of the Shares. The
Shares have been validly issued and fully paid up, and are
free from all pledges, liens and other encumbrances. No
subscription, warrant, option, convertible security or
other right (contingent or otherwise) to purchase or
acquire any shares or capital stock of the Company is
authorised or outstanding. The Company is under no
obligation whatsoever to issue any further shares and no
resolution to that effect has been passed. The Company has
fulfilled all its statutory and legal obligations.
1.5 Register of Shareholders
The Register of Shareholders of the Company (Annex 1.5) is
correct in all respects, complete and up-to-date.
1.6 The Annual Accounts
a. The Accounts, a copy of which is attached hereto as
Annex 1.6, have been prepared in accordance with
the requirements of all relevant laws and
accounting principles generally accepted In the
Netherlands applied on a consistent basis and give
a true and fair view of the assets and liabilities
and of the net worth and financial position of the
Company as at [ ] ("the Balance Sheet Date").
b. The Accounts apply accounting policies which have
been consistently applied in the audited balance
sheet and profit and loss accounts for the three
financial years prior to the Balance Sheet Date
(except for intervening Statements of Standard
Accounting Practice and Financial Reporting
Standards);
c. On the Balance Sheet Date the Company did not have
any liabilities or commitments, contingent or
otherwise, whether mature or not, not included or
provided for in the Accounts.
d. Full provision has been made in the Accounts for
all accounts receivable considered by the Company's
management to be bad and doubtful and not
adequately covered by insurance.
e. As of the Balance Sheet Date no dividends or
distributions have been declared or paid by the
Company.
f. Full provision or reserve has been made in the
Accounts for all taxation assessed or liable to be
assessed on the Company or for which it is
accountable in respect of income profits or gains
earned accrued or received on or before the Balance
Sheet Date or any event on or before the Balance
Sheet Date including distributions made down to
such date or provided for in the Accounts and
proper provision has been made in the Accounts for
deferred taxation.
g. In the Accounts:-
(i) the Company's work in progress/back log has
been valued on a basis consistent with that
adopted for the purpose of the Company's
audited accounts in respect of the beginning
and end of each of the three last preceding
accounting periods;
(ii) redundant or obsolete work in
progress/back log as at the Balance Sheet Date
has been wholly written off;
1.7 Absence of Certain Changes or Events
Since the Balance Sheet Date there has not been any change
in the condition, financial, commercial or otherwise, of
the Company which has adversely affected to a material
extent its business, properties or financial condition,
other than changes occurred in the ordinary course of its
business. In particular, no fixed assets have been
acquired or disposed of, and no material contracts,
commitments or investments have been entered into in the
period referred to. There were no commitments on capital
account outstanding at the Balance Sheet Date (save as
disclosed in the Accounts) and since the said date the
Company has not entered into, or agreed to enter into, any
material capital commitments.
1.8 Certain Assets
The Company has good and marketable title to all its
assets as reflected in the Accounts or acquired since the
Balance Sheet Date, other than assets or properties sold
or otherwise disposed of in the ordinary course of its
business, free and clear of all encumbrances other than as
explicitly disclosed in the Accounts.
1.9 Corporate Records
All resolutions of the shareholders' meetings of the
Company since its incorporation were fully and accurately
recorded, and the records relating thereto as well as any
other records which must be kept by law are being properly
kept by the Company, and have been made available to the
Purchaser.
1.10 Borrowings
The total amount borrowed by the Company and its
Subsidiaries from its bankers does not exceed its
overdraft facilities and the total amount borrowed by the
Company and its Subsidiaries from whatsoever source does
not exceed any limitation on its borrowing contained in
the Articles of Association of, or in any Debenture or
Loan Stock Deed or other instrument executed by, the
Company or any subsidiary.
1.11 Bank accounts
A statement of the bank accounts of the Company and of the
credit or debit balances on such accounts as at a date not
more than seven days before the date hereof has been
supplied to the Purchaser. The Company has no other bank
or deposit accounts (whether in credit or overdrawn) not
included in such statement. Since such statement there
have been no payments out of any such accounts except for
routine payments and the balances on current account are
not now substantially different from the balances shown on
such statements.
1.12 Working Capital
Having regard to existing bank and other facilities, the
Company has sufficient working capital for the purposes of
continuing to carry on its business as projected in the
budget for the Company and its Subsidiaries for the 12
months [December 1997 through to November 1998 for that
twelve month period] and for the purposes of executing,
carrying out and fulfilling in accordance with their terms
all projects and contractual obligations which have been
undertaken by, the Company.
1.13 Continuance of facilities
In relation to all debentures, acceptance credits,
overdrafts, loans or other financial facilities
outstanding or available to the Company ("facilities"):-
a. the Vendors have supplied to the Purchaser in
writing full details thereof and true and correct
copies of all documents relating thereto are
attached on Annex 1.13;
b. neither the Vendors, nor the Company, has done
anything nor are the Vendors aware of any
circumstances whereby the continuance of any
facility in full force and effect might be affected
or prejudiced or which might give rise to any
detrimental alteration in the terms or conditions
of any of the facilities;
c. none of the facilities is dependent upon the
guarantee or indemnity of or any security provided
by a third party other than the Company or a
Subsidiary;
d. no Vendor has any knowledge, information or belief
that as a result of the acquisition of the Shares
by the Purchaser any of the facilities might be
terminated or mature prior to its stated maturity.
1.14 Legality of the Operation of the Business
The Company has in all material respects complied with all
laws, regulations and orders applicable to it, and the
conduct of its business does not violate any provisions of
any applicable laws, orders, regulations or requirements
of any governmental agency having jurisdiction thereof.
All necessary licences, consents, permits and
authorisations (public and private) have been obtained by
the Company to enable it to lawfully carry on its business
in the places and in the manner in which such business is
now carried on, and all such licences, consents, permits
and authorisations are valid and subsisting, and the
Vendors know of no reason why any of them should be
revoked, cancelled or suspended.
In particular, without limiting the generality of the
foregoing, the Company has complied with all statutory,
governmental or agency provisions in the field of work
place protection, health and safety protection as well as
in the field of environmental laws and regulations.
1.15 Company Name
The Company does not carry on business under any name
other than its company name, and it has the right to the
use such name in respect of its business.
1.16 Intellectual Property Rights
a. The business of the Company as now carried on does
not and is not likely to infringe any Industrial
Property Right of any other person (or would not do
so if the same were valid) or give rise to a
liability to pay compensation and all licences to
the Company in respect of any such protection are
in full force and effect.
b. The Company has not (otherwise than in the ordinary
and normal course of business) or on terms of
confidentiality disclosed or permitted to be
disclosed or undertaken or arranged to disclose to
any person other than the Purchaser any of its know-
how, trade secrets, confidential information or
lists of customers or supplieres.
c. The Company is not a party to any secrecy agreement
or agreement which restricts the use or disclosure
of information.
d. Nothing has been done or omitted by the Company
which would enable any licensee under a licence
granted by the Company to be terminated by any
other party to the licence or which in any way
constitutes a material breach of terms of any
licence.
e. All Industrial Property Rights used or required by
the Company in connection with its business are in
full force and effect and are vested in and
beneficially owned by or validly licensed to it.
f. The Company is the sole beneficial owner of the
Industrial Property Rights listed in Annex 1.16 and
(where registration is possible) the Company has
been and is registered as proprietor, and each of
those Rights is valid and enforceable, and so far
as the Vendors are aware none of them is being
used, claimed, opposed or attached by any other
person.
g. No right or licence has been granted to any person
by the Company to use in any manner or to do
anything which would or might otherwise infringe
any of the Industrial Property Rights referred to
above; and no act has been done or omission
permitted by the Company whereby they or any of
them have ceased or will cease to be valid and
enforceable.
1.17 Material Contracts and Commitments
1.17.1 Except as disclosed in Annex 1.17, the Company is
not a party or subject to any agreement, commitment
or arrangement, whether in writing or oral, which:
a. is a collective employment agreement or any other
agreement with a labour union or an agreement with
a works council;
b. is a bonus, profit-sharing, incentive, pension,
retirement, saving, severance pay, insurance (group
or single) or ally other benefit plan or
arrangement with or in favour of employees or
others;
c. is an employment contract or arrangement with a
member of the board of management, or with any
other employee;
d. is one under which the other party thereto is
expressly entitled under that contract to terminate
the same as a result of any change of control,
whether direct or indirect, of the Company;
e. cannot be terminated by the Company within twelve
months following the date of this Agreement without
incurring any obligation to pay damages or
compensation;
f. concerns the sale of any subsidiary or part of the
business of the Company and which has any express
or implied representations or warranties still
outstanding or any other ongoing obligations on the
part of the Company;
g. relates to the borrowing by the Company of money in
excess of NLG[ ] (including loan agreements,
bonds, credit facilities, mortgages and deeds of
trust);
h. relates to the lending by the Company of money in
excess of NLG [ ];
i. involves a guarantee or indebtedness or performance
by the Company in excess of NLG [ ] outside the
ordinary course of its business;
j. is a hire purchase-, rental- or lease agreement to
which the Company is a party or otherwise
committed, and which is outside the ordinary course
of business or implies payments in excess of NLG [
] each, annually;
k. is not a trading contract or a contract referred to
in item j above, but which entails to the Company a
monetary obligation in excess of NLG [ ] annually
or NLG [ ] totally,
or
1. constitutes a cartel or other anti-competitive
arrangement
1.17.2 The Company has performed all obligations required
to be performed by it and is not in default under
any contact, written or oral, of whatsoever nature.
1.17.3 The execution of the Agreement will not in any way
conflict with or result in the termination of or
accelerate the performance required by or under any
agreement to which the Company is a Party or for
the financial consequences whereof it is
responsible, or constitute a default thereunder or
result in the creation of any encumbrance upon any
of its assets.
1.18 Litigation
The Company is not engaged in any legal action, nor any
proceedings, investigations or material claims pending,
threatened or likely to be asserted against or affecting
the Company, which might involve any liability not fully
covered by insurance or provided for in the Accounts or
which might result in any material adverse change in the
business operations or in the conditions, financial or
other, of the Company, nor is there any basis for such
legal action, proceedings or investigations known to the
Vendors.
1.19 Insurance Policies
a. The policies of insurance which are maintained by
the Company afford the Company adequate cover
against such risks as are commonly covered by
insurance by companies carrying on the same type of
business as the Company.
b. The Company is now, and has at all material times
been, adequately covered against accident, damage,
injury, third party loss (including service/product
liability), loss of profits and other risks
normally covered by insurance.
c. All insurance is currently in full force and effect
and nothing has been done or omitted to be done
which could make any policy of insurance void or
voidable or which is likely to result in an
increase in premium.
d. There is no claim outstanding under any such policy
nor are the Vendors/Guarantors aware of any
circumstances likely to give rise to a claim.
e. The Company has paid all sums falling due in
respect of premiums on all policies of insurance
maintained by the Company [and the Company will at
its expense from time to time:-
(i) renew all policies due for renewal between the
date hereof and the Completion Date for a
reasonable and normal period of renewal; and
(ii) insure and maintain insurance for the
full value thereof upon all assets coming into
its possession between the said date in
accordance with its normal practice and for a
reasonable and normal period,]
1.20 Employees
No employee of the Company has been granted notice period,
severance pay or other right in excess of their
entitlement under the law or any existing collective
labour agreement, nor has any such employee given or
received notice of termination to expire after the date of
the Agreement Except as disclosed in Annex 1.20a., the
Company has not made any promises vis-a-vis its personnel
in respect of salary or position improvements which have
as yet not been implemented. The list of employees,
attached to this Agreement as Annex 1.20.b. is complete
and all data regarding salaries, pensions, date of birth,
date of employment etc. are correct.
1.21 Pensions
Except as disclosed in Annex 1.21, the Company does not
have any obligation, whether legally or established by
custom, to pay any pension or other payment after
retirement to or in respect of any person who is or has
been its (managing or supervisory) director or employee.
1.22 Taxes and Contributions to Social Security and State
Pension Schemes
All returns relating to tax and contributions to social
security and state pension schemes which should have been
filed (including but not limited to those relating to VAT)
by or for the Company have been duly and correctly made
and filed, and all the taxes and social security and state
pension contributions have been paid when due.
Without prejudice to the provision in item 1.6 of this
Annex, at the date of the Agreement no additional
assessments have been imposed or claims for repayment made
by any governmental authority in respect of any tax or
levy, any grant or premium received, or any social
security or state pension contributions regarding the
period preceding the date of the Agreement, nor will any
such additional assessments he imposed except as provided
for in the Annual Accounts or as a normal consequence of
the ordinary course of business of the Company carried on
after the Balance Sheet Date.
Taxes and levies as used in this item l.22 include taxes
imposed both by Dutch and foreign tax authorities.
1.23 Environmental matters
[to be specified]
1.24 Insolvency
No order has been made or petition presented or resolution
passed for the winding up of the Company, nor has any
distress execution or other process been levied in respect
of the Company, nor is there any unfulfilled or
unsatisfied judgment or court order outstanding against
the Company.
1.25 Particulars of Subsidiaries
The particulars of the Subsidiaries set out in Annex 2
above are true and complete and the shares of the
Subsidiaries are held and owned as shown in Annex 2 free
from all encumbrances and with all rights now or hereafter
attaching thereto and the Company has no other subsidiary.
1.26 Capacity of Vendors
Each Vendor has full power to enter and perform this
Agreement, which when executed constitute binding
obligations on each Vendor in accordance with their terms.
1.27 Vendors' other interests
No Vendor nor any Associate of any Vendor has any estate,
right or interest, directly or indirectly, in any business
other than that now carried on by the Company which is or
is likely to be or become competitive with the business or
the proposed business of the Company save as the
registered holder or beneficial owner of any class of
securities of any company if such class of securities is
listed on any recognised investment exchange and in
respect of which such person holds, or is beneficially
interested in, (together with his Associates) less than
five per cent. of any single class of the securities in
that company.
1.28 Material Disclosure
All information contained or referred to in the Agreement
or the Exhibits or Annexes thereto is accurate in all
respects, and there is no fact, matter or circumstance
which renders any such information misleading. The
Vendors/Guarantors are not aware of any other information,
which may reasonably be regarded as material to an
accurate appraisal of the business, the assets,
liabilities and affairs of the Company and which has not
been disclosed to the Purchaser.
The representations and warranties by Vendors, contained
or referred to in the Agreement or the Exhibits or Annexes
thereto remain in full force and effect [in case it
appears that the Purchaser has failed in its obligation to
examine or investigate unless Vendors can substantiate
gross negligence on the Purchaser's part.]
1.29 Net Assets
The value of current assets less current liabilities as at
[the date hereof] is not less than their value as at the
Balance Sheet Date.
/s/Els van der Linden
Van der Linden Holding B.V.
/s/Louis Xxxx Xxxxxxxxx
Xxxxxxxxx Holding B.V.
/s/Els van der Linden
Toho Pharmaceutical Co. Ltd.
/s/Louis Xxxx Xxxxxxxxx
Xxxxx-Xxxx Xxxxxxxxx (and spouse)
/s/Xxxxx X. Xxxxxxxx
PAREXEL International Corporation
/s/Els van der Linden
Mirai B.V.
