EXHIBIT 10.31
DATED 17TH NOVEMBER 1999
WEB TRAVEL SYSTEMS LIMITED (1)
XXXXXXXXXXX.XXX, INC. (2)
AND
XXXXXXX.XXX LIMITED (3)
---------------------------------------------------------
JOINT VENTURE AGREEMENT
RELATING TO XXXXXXX.XXX LIMITED
---------------------------------------------------------
-----------------
WRAGGE&CO
-----------------
CONTENTS
--------
CLAUSE HEADING PAGE
1 Definitions, Interpretation, and Condition Precedent..........................................1
2 Preliminary steps.............................................................................5
3 The Board.....................................................................................5
4 Shareholders' Meetings........................................................................8
5 Business of the Company and limitation on the Board's power of management.....................8
6 Working capital...............................................................................9
7 Guarantees, indemnities, other security.......................................................9
8 Accounting information........................................................................9
9 Dividend policy...............................................................................9
10 Share Option Scheme..........................................................................10
11 Dealings with and transfers of shares........................................................10
12 Deadlock provisions..........................................................................13
14 Restrictive covenants........................................................................15
15 Rights to information and confidentiality....................................................17
16 Guarantees and indemnities...................................................................18
17 Dividends and interest: Taxation.............................................................18
18 Claims by or against Shareholders............................................................19
19 Parties bound................................................................................19
20 Assignability................................................................................19
21 Not a partnership............................................................................19
22 Force majeure................................................................................19
23 This Agreement to prevail over the Articles..................................................20
24 Remedies to be cumulative....................................................................20
25 Costs........................................................................................20
26 Further assurance............................................................................21
27 Announcements and circulars..................................................................21
28 Entire agreement.............................................................................21
29 Miscellaneous................................................................................21
30 Notices......................................................................................22
31 Choice of law, submission to jurisdiction and address for service............................22
Schedule 1............................................................................................23
Schedule 2............................................................................................25
Schedule 3............................................................................................26
Schedule 4............................................................................................28
THIS AGREEMENT is dated 1999 and is made BETWEEN:
(1) WEB TRAVEL SYSTEMS LIMITED (registered in England and Wales number
02070671) having its registered office at Renaissance House 4
Roxborough Way, Foundation Park, Maidenhead, Berkshire SL6 3UD)
("WTS");
(2) XXXXXXXXXXX.XXX, INC. (a company incorporated under the laws of
Delaware) having its principal office at 000 Xxxxxx Xxxxxx Xxxx,
Xxxxxxxxx, XX 00000 U.S.A ("ORBITTRAVEL"); and
(3) XXXXXXX.XXX LIMITED (registered in England and Wales number 3831828)
having its registered office at Renaissance House aforesaid ("THE
COMPANY").
WHEREAS:
(A) the Company is a private company limited by shares incorporated in
England and Wales with number 3831828 under the Companies Xxx 0000 on
26 August 1999 and at the date of this Agreement has an authorised
share capital of (pound)1,000 divided into 1,000 Ordinary Shares of
(pound)1 each of which 2 such shares have been issued and are fully
paid and beneficially owned by WTS.
(B) WTS and Orbittravel have established the Company for the purpose of
selling, settling and fulfilling travel related bookings and
reservations and selling informational display and advertising based on
Internet technology for both end consumers and third party information
providers including but not limited to travel agents and global
distribution systems within the Territory (as defined in the Management
Agreement) ("THE BUSINESS") and this Agreement will regulate the
operation and management of the Company and the relationship between
its shareholders.
NOW IT IS HEREBY AGREED as follows:
1 DEFINITIONS, INTERPRETATION, AND CONDITION PRECEDENT
----------------------------------------------------
1.1 In this Agreement unless the context otherwise requires:
(a) the following expressions have the following meanings:
""A" DIRECTOR" means a Director of the Company appointed by
the "A" Shareholder;
"THE ARTICLES" means the new Articles of Association of the
Company in the agreed form as altered from time to time;
""A" SHAREHOLDER" means the holder or holders for the time
being of all the "A" Shares;
""A" SHARES" means "A" Ordinary Shares of(pound)1 each in the
capital of the Company;
1
"THE AUDITORS" means the auditors of the Company for the time
being and from time to time;
""B" DIRECTOR" means a Director of the Company appointed by
the "B" Shareholder;
"THE BOARD" means the Board of Directors of the Company for
the time being and from time to time;
"B" SHAREHOLDER" means the holder or holders for the time
being of all the "B" Shares;
""B" SHARES" means "B" Ordinary Shares of(pound)1 each in the
capital of the Company;
"BUSINESS DAY" means a day on which banks are open for normal
banking business in the City of London (excluding Saturdays
and Sundays) and "BUSINESS DAYS" shall be construed
accordingly;
"COMPLETION" means completion of the subscription for Shares
provided for in clause 2;
"CONTROL" means control as defined in section 840 ICTA;
"THE DECISION PERIOD" means the period of 20 Business Days
from the referral of a matter to the Chief Executives /
Managing Directors of the Shareholders pursuant to clauses
3.14 and 5.2;
"DEFAULT INTEREST RATE" means 3 per cent above the base
lending rate of Barclays Bank plc for the time being and from
time to time;
"DIRECTOR" means an "A" Director or a "B" Director, as the
case may require, and "DIRECTORS" shall be construed
accordingly;
"EQUITY SHARE CAPITAL" means equity share capital as defined
in section 744 Companies Xxx 0000;
"EVENT OF DEFAULT" means all or any of the matters set out in
clause 13.1;
"GROUP" means in relation to any company, that company and any
company which is a subsidiary of that company and for the
purposes of this Agreement "SUBSIDIARY" has the meaning given
to that expression by section 736 Companies Xxx 0000;
"ICTA" means the Income and Corporation Taxes Xxx 0000;
"INSOLVENCY EVENT" means, in respect of any party, that such
company has ceased to trade or has had a receiver,
administrative receiver, administrator or manager appointed
over the whole or any part of its assets or undertaking, or
who has become insolvent or gone into liquidation (unless such
liquidation is for the purposes of a solvent reconstruction or
amalgamation), compounded with its creditors generally or has
otherwise
2
been unable to meet its debts as they fall due or has suffered
any similar action in consequence of debt;
"INVESTOR DOCUMENT" means the investor information in relation
to the Company in the agreed form at Appendix 1 hereto;
"THE MANAGEMENT AGREEMENT" means an agreement proposed to be
entered into whereby Orbittravel and the Company have agreed
an operational management structure, marketing policy, content
sharing and product distribution policy for the Company;
"THE PARTIES" means the parties to this Agreement;
"THE PURCHASER" means a party acquiring Shares in accordance
with this Agreement;
"RELEVANT PERCENTAGE" means in respect of each Shareholder the
percentage of the total equity share capital of the Company
held by that Shareholder at the relevant time;
"THE RESTRICTED PRODUCTS" means travel booking, reservation
and information systems and the sale of informational displays
and advertising based on Internet technology and all other
products of a type which are similar to and could compete with
products manufactured, produced, distributed or sold by the
Company;
"THE RESTRICTED SERVICES" means services providing managed
bureaux based Internet corporate travel booking and
information systems and all other services of a type which are
similar to the services supplied by the Company;
"THE SHAREHOLDERS" means the "A" Shareholder and the "B"
Shareholder together and "Shareholder" shall mean either of
them;
"SHARES" means "A" Shares or "B" Shares or, as the context
requires, "A" Shares and "B" Shares;
"TERRITORY" means the "European Territory" as defined in the
Management Agreement.
any document expressed to be "in the agreed form" means a
document in a form approved by (and for the purpose of
identification signed or initialled by or on behalf of) the
Parties;
(b) references:
(i) to clauses and the schedules are unless otherwise
stated to clauses of and the schedules to this
Agreement;
(ii) to any English legal term for any action, remedy,
method of judicial proceeding, legal document, legal
status, Court, official or any legal concept or thing
shall in respect of any jurisdiction other
3
than England be deemed to include what most nearly
approximates in that jurisdiction to the English
legal term;
(iii) to any enactment (meaning any statute or statutory
provision, whether of the United Kingdom or
elsewhere, subordinate legislation as defined by
section 2(1) Interpretation Xxx 0000 and any other
subordinate legislation made under any such statute
or statutory provision) shall be construed as
references to:
(A) any enactment which that enactment has
directly or indirectly replaced (whether
with or without notification); and
(B) that enactment as re-enacted, replaced or
modified from time to time, whether before,
on or after the date hereof;
provided that nothing in this clause 1.1(b) shall
increase the liability under this agreement of any
party beyond that which exists immediately following
this Agreement coming into effect;
(c) references to this Agreement or any other document or to any
specified provision of this Agreement or any other document
are to this Agreement, that document or that provision as in
force for the time being and as amended from time to time in
accordance with the terms of this agreement or that document
or, as the case may be, with the agreement of the relevant
parties;
(d) the contents table and the descriptive headings to clauses,
schedules and paragraphs are inserted for convenience only,
have no legal effect and shall be ignored in the
interpretation of this Agreement;
(e) the words and phrases "other", "including" and "in particular"
shall not limit the generality of any preceding words or be
construed as being limited to the same class as the preceding
words where a wider construction is possible;
(f) words importing the singular include the plural and vice
versa, words importing a gender include every gender and
references to persons include corporations, partnerships and
other associations or bodies whether incorporated or
otherwise;
(g) the Interpretation Xxx 0000 shall apply in the same way as it
applies to an enactment.
1.2 If at any time the "A" shares or the "B" Shares shall be held by more
than one member, references in this Agreement to the "A" Shareholder or
the "B" Shareholder shall, unless the context otherwise requires, be
construed as all the holders of the "A" Shares or the "B" Shares (as
the case may be) acting by the decision of the holders of a simple
majority of such shares.
1.3
4
(a) This Agreement is conditional on the Parties procuring an
investor to invest not less than "5,000,000 in the Company
("THE INVESTMENT") in such manner and on such terms as may be
agreed between the Parties within 120 Business Days hereof
("THE INVESTMENT DATE").
(b) If such condition is not fulfilled by the Investment Date (or
such later date as the Parties may agree) then the provisions
of this Agreement shall forthwith terminate and cease to be of
effect and no Party shall have any claim against the other
except with respect to any breach of this Agreement occurring
prior to termination. In this event the Parties shall
co-operate to wind up the Company and return any surplus funds
to the Parties in the Relevant Percentages.
(c) For the avoidance of doubt the arbitration provisions
contained in clause 12 of this Agreement shall not apply to
this clause 1.3.
2 PRELIMINARY STEPS
-----------------
2.1 Immediately following the execution of this Agreement the Parties shall
procure that a meeting of the Board is convened and held at which will
be transacted the business set out in the draft minutes in schedule 1
and the Parties shall join in taking all such steps as may be necessary
to procure that:
(a) the Resolutions of the Board set out in such minutes shall be
passed and implemented; and
(b) at the Extraordinary General Meeting referred to in and
convened at such Board Meeting, the Special Resolution set out
in the draft notice of Extraordinary General Meeting in
schedule 2 shall be passed.
2.2 Immediately following the passing of the Special Resolution set out in
schedule 2:
(a) WTS shall subscribe for 3998 "A" Shares in cash at par; and
(b) Orbittravel shall subscribe for 4000 "B" Shares in cash at
par
2.3 Immediately following the making of the subscriptions referred to in
clause 2.2, the Parties shall procure that a meeting of the Board is
convened and held at which will be transacted the business set out in
the draft minutes in schedule 3 and the Parties shall join in taking
such steps as may be necessary to procure that the resolutions of the
Board set out in such minutes shall be passed and implemented.
3 THE BOARD
---------
3.1 The "A" Shareholder shall have the right to appoint and maintain in
office two "A" Directors and the first "A" Directors shall be Xxxxxxx
Xxxxxx and Xxxxxxxx Xxxxxxx.
3.2 The "B" Shareholder shall have the right to appoint and maintain in
office two "B" Directors and the first "B" Directors shall be Xxxxxx
Xxxxxxx and Xxxxx Xxxxx.
5
3.3 The Shareholders shall procure that the persons referred to in clauses
3.1 and 3.2 are appointed as Directors on Completion and that at all
times during the continuance of this agreement there shall be at least
1 person appointed by each Shareholder and maintained in office as a
Director of the Company (save in accordance with clauses 11.15(d) and
13.6(c)).
3.4 The "A" Shareholder:
(a) shall have for so long as it is the holder of "A" Shares the
right to remove from office any "A" Director and (subject to
clause 3.3) if it wishes to do so appoint a replacement "A"
Director by giving notice in writing (signed by a director or
the secretary of the "A" Shareholder) to the Secretary of the
Company at its registered office or at a meeting of the Board;
and
(b) shall be responsible for and shall indemnify the "B"
Shareholder and the Company against any loss, liability or
cost that either of them may suffer or incur as a result of
any claim by any "A" Director for unfair or wrongful dismissal
or otherwise arising out of any such removal.
3.5 The "B" Shareholder:
(a) shall have for so long as it is the holder of "B" Shares the
right to remove from office any "B" Director and (subject to
clause 3.3) if it wishes to do so appoint a replacement "B"
Director by giving notice in writing (signed by a director or
the secretary of the "B" Shareholder) to the Secretary of the
Company at its registered office or at a meeting of the
Directors; and
(b) shall be responsible for and shall indemnify the "A"
Shareholder and the Company against any loss, liability or
cost that either of them may suffer or incur as a result of
any claim by any "B" Director for unfair or wrongful dismissal
or otherwise arising out of any such removal.
3.6 The Directors shall not be entitled to any remuneration in their
capacity as Directors of the Company but shall be entitled to
reimbursement of their reasonable expenses incurred in the course of
their duties.
3.7 Any Director may, by giving notice in writing to the Shareholder who
did not appoint him, appoint an alternate and may, in the same way,
remove an alternate so appointed by him. An alternate shall be entitled
to receive notice of all meetings of the Board and attend and vote as
such at any meeting at which the Director appointing him is not
personally present, and generally in the absence of his appointor to do
all the things which his appointor is authorised or empowered to do. A
Director who is also an alternate shall be entitled, in the absence of
his appointor:
(a) to a separate vote on behalf of his appointor in addition to
his own vote; and
(b) to be counted as part of the quorum of the Board on his own
account and in respect of the Director for whom he is the
alternate.
6
3.8 Unless otherwise agreed by an "A" Director and a "B" Director meetings
of the Board shall be held at least once every 3 months and otherwise
as circumstances require.
Meetings of the Board may be held via teleconference or
videoconference. No Board meeting shall normally be convened on less
than seven Business Days' notice, but Board meetings may be convened by
giving not less than 72 hours' notice if the interests of the Company
would in the opinion of a Shareholder or a Director be likely to be
adversely affected to a material extent if the business to be
transacted at such Board meeting were not dealt with as a matter of
urgency or if all the Directors agree.
3.9 Documents relating to issues to be considered by Directors at any Board
meeting shall be distributed in advance of the meeting to all members
of the Board and their duly appointed alternates so as to ensure that
they are received at least 7 days prior to the date fixed for such
meeting.
3.10 The quorum for the transaction of business at any meeting of the Board
shall be one "A" Director and one "B" Director.
3.11 The Shareholders shall use all reasonable endeavours to ensure that
their respective appointees as Directors (or their alternates) shall
attend each meeting of the Board and to procure that a quorum (in
accordance with the provisions of this Agreement and the Articles) is
present throughout each such meeting.
3.12 If within 1 hour from the time appointed for a Board meeting a quorum
is not present, the meeting shall be adjourned to the next day or as
soon as otherwise practicable at the same time and place (or such other
place, date and time as the Directors shall agree). Each Director not
present at the original meeting shall be notified by either or both of
the Shareholders by any form of notice in writing permitted by clause
30 of the date time and place of the adjourned meeting. If at the
adjourned meeting a quorum is not present within 1 hour from the time
appointed for the meeting, those Directors present shall constitute a
quorum. Notwithstanding the foregoing, no quorum shall exist unless at
least one "A" Director and one "B" Director is present at the adjourned
meeting.
3.13 No resolution of the Directors shall be effective unless carried by a
majority of the Directors present including at least one "A" Director
and one "B" Director.
3.14 If a resolution submitted to a duly convened meeting of the Board is
not carried at that meeting, then, without prejudice to the Board's
ability to consider any other business put to it at such meeting, the
meeting shall (on the written request of any Director or his alternate
at such meeting) be adjourned for three Business Days and then
reconvened. If such resolution is not carried at the adjourned meeting,
it shall be referred to the respective Chief Executives/Managing
Directors of the Shareholders for their decision within the Decision
Period. If the respective Chief Executives/Managing Directors fail to
reach a decision within the Decision Period, the Shareholders shall
procure that the matter which is the subject of such resolutions shall
not be implemented and clause 12 shall apply.
3.15 The "A" Directors shall be entitled to appoint a Chairman for meetings
of the Board held during the period of six months from Completion and
the "B" Directors shall be entitled to appoint a Chairman for meetings
of the Board held
7
during the subsequent six months. Thereafter, such Chairman shall be
appointed alternatively for periods of six months by the "A" Directors
and the "B" Directors. The first Chairman shall be Xxxxxxx Xxxxxx. The
Chairman of the Board shall not have a second or casting vote.
4 SHAREHOLDERS' MEETINGS
----------------------
4.1 The Shareholders shall use all reasonable endeavours to procure that
their respective representatives attend each meeting of the members of
the Company and that a quorum (in accordance with the provisions
contained in the Articles) is present throughout each such meeting.
4.2 If within 1 hour from the time appointed for a general meeting a quorum
is not present, the meeting shall be adjourned to the next day, or as
soon as otherwise practicable at the same time and place or such other
place, date and time as the Shareholders shall agree and each
Shareholder shall be notified by the Company by any form of notice in
writing permitted by clause 30 of the date, time and place of the
adjourned meeting. If at the adjourned meeting a quorum is not present
within 1 hour of the time appointed for the meeting, the Shareholders
present shall constitute a quorum.
4.3 The quorum for the transaction of business at any Shareholders' Meeting
shall by one "A" Shareholder and one "B" Shareholder.
5 BUSINESS OF THE COMPANY AND LIMITATION ON THE BOARD'S POWER OF MANAGEMENT
-------------------------------------------------------------------------
5.1 The Shareholders agree that the business of the Company shall be
conducted and developed in accordance with the Investor Document as the
same may be amended or varied from time to time by the Board.
5.2 The Shareholders shall exercise their powers in the Company to procure
that the Company shall not transact any of the business described in
schedule 4 (Reserved Matters) without the prior written approval of
each of the Shareholders. If, in respect of any of the business set out
in schedule 4, the prior written approval of one or more of the
Shareholders is not forthcoming in circumstances where a Shareholder
wishes the Company to transact the relevant business, then the matter
shall be referred to the respective Chief Executives/Managing Directors
of the Shareholders for their consideration. If the respective Chief
Executives/Managing Directors fail to reach agreement within the
Decision Period, the Shareholders shall procure that the relevant
business is not transacted and clause 12 shall apply.
5.3 Orbittravel shall provide to the Company from time to time as required
by the Board the services, facilities and personnel referred to in the
Management Agreement on the terms set out in the Management Agreement.
WTS and Orbittravel also agree to provide such other services to the
Company as the Board shall from time to time require on such terms as
shall be agreed between each of them respectively and the Board.
8
6 WORKING CAPITAL
---------------
6.1 The Shareholders agree that the finance necessary to meet the working
capital is(pound)5,000,000.00 as described in the Investor Document.
6.2 The Shareholders agree that the finance referred to in clause 6.1 shall
be provided by the issue of such number of Ordinary Shares in the
capital of the Company as agreed by the Shareholders to a financial
investor, the terms and conditions of such issue to be agreed between
the Company and such financial investor.
6.3 Neither of the Shareholders shall be obliged to make any loans or to
subscribe for any more of the share capital of the Company than under
its obligation set out in clause 2 of this Agreement.
7 GUARANTEES, INDEMNITIES, OTHER SECURITY
---------------------------------------
7.1 Neither of the Shareholders shall be obliged to give any guarantee,
indemnity or security in respect of the Company's liabilities or
obligations.
8 ACCOUNTING INFORMATION
----------------------
8.1 The Company shall provide to each of the Shareholders:
(a) by not later than the fifteenth (15th) Business Day following
the end of the month to which they relate, monthly management
accounts for the Company containing such information as the
Shareholders shall agree from time to time;
(b) by not later than the fifteenth (15th) Business Day of each
month, a detailed cash-flow forecast for the Company in
respect of the period of six (6) months commencing on the
first day of the month next following the month in which such
forecast is produced; and
(c) annual audited accounts for the Company, within six (6) months
from the end of the period to which they relate.
9 DIVIDEND POLICY
---------------
9.1 The Company shall not declare, pay or make any dividend or other
distribution until all loans made to the Company by the Shareholders
have been repaid in full.
9.2 The Shareholders shall procure that:
(a) the Annual General Meeting of the Company at which the audited
accounts of the Company are laid before the members is held
not later than four (4) months after the end of the financial
year to which such accounts relate; and
(b) subject to clause 9.1 not later than four (4) weeks after the
audited accounts of the Company are laid before and adopted by
the Shareholders at the Annual General Meeting, such
percentage of the Company's profits available for distribution
in the relevant financial year as the Board shall
9
resolve shall be distributed to the Shareholders by way of
dividend in their respective Relevant Percentages subject to
such reasonable and proper reserves being retained for working
capital requirements or other liabilities of the Company as
the Board may consider appropriate.
10 SHARE OPTION SCHEME
-------------------
10.1 Each of the Parties agrees that following Completion a share option
scheme equivalent on conversion to 15% of the authorised share capital
of the Company shall be established by the Company for the benefit of
such directors and employees of the Company as shall be agreed by the
Directors.
11 DEALINGS WITH AND TRANSFERS OF SHARES
-------------------------------------
11.1 Each Shareholder undertakes with the other that, during the continuance
of this Agreement, it shall not:
(a) mortgage (whether by way of fixed or floating charge), pledge
or otherwise encumber its legal or beneficial interest in the
whole or any of its Shares;
(b) subject to clause 11.3 and 11.1(d) sell, transfer or otherwise
dispose of all or any of its Shares or any legal or beneficial
interest therein or assign or otherwise purport to deal
therewith or with any interest therein;
(d) agree, whether conditionally or otherwise, to do any of the
foregoing;
other than, in any case, with the prior consent in writing of the other
Shareholder or in accordance with this Agreement PROVIDED THAT and
notwithstanding the foregoing or any other provision of this Agreement:
(i) both Shareholders may at any time transfer any Shares to any
member of their respective Groups or to any third party in the
share capital of which WTS or Orbittravel or any member of
their respective Groups has, or will immediately pursuant to
such transfer, have an interest provided that in the event the
assignee ceases to be a member of the assignor's Group or the
assignor ceases to hold any shares in the assignee, the
assignor shall procure that the benefit of this Agreement is
forthwith re-assigned to the assignor; and
(ii) either Shareholder may transfer up to 15% of its shareholding
in the Company to a third party from whom it receives a bona
fide offer.
11.2 If either of the Shareholders or any person on their behalf (including
without limitation any receiver, administrative receiver,
administrator, manager and/or liquidator) shall purport to deal with
any of its Shares in contravention of the provisions of this clause 11
it shall automatically be deemed to have given a Transfer Notice in
respect of its entire holding of Shares to be sold at the Sale Price
(as defined in clause11.9) and such Transfer Notice shall be
irrevocable.
10
11.3 The Shareholders each agree that if either of them wishes to transfer
the entire legal and beneficial ownership of all but not some only of
its Shares to any third party from which a BONA FIDE offer has been
received (such Shareholder being a "VENDOR" and such transaction being
referred to in this clause 11.3 as a "TRANSFER"), the Vendor shall
serve on the Board (acting for the purposes of this clause 11 as agent
for the Company) a notice in writing of its wish to transfer all but
not some only of its Shares accompanied by the relevant share
certificates. Such notification (a "TRANSFER NOTICE") shall:
(a) state the number of Shares (the "SALE SHARES") which the
Vendor desires to Transfer;
(b) state, if applicable, the Sale Price for the Sale Shares and
constitute the Board as the Vendor's agent for the sale of the
Sale Shares at the Sale Price; and
(c) give details of the other person to whom the Vendor wishes to
Transfer the Sale Shares if no purchaser shall have been found
pursuant to clauses 11.5 to 11.8 (both inclusive).
The Vendor may, by notice in writing given to the Board within 10
Business Days after communication to it of the Auditors' written
opinion of the Sale Price pursuant to clause 11.9, withdraw the
Transfer Notice. Otherwise, a Transfer Notice once given or deemed to
be given shall not be capable of being withdrawn and may not, in any
circumstances, be varied. A Transfer Notice may not be given in
circumstances where arbitration is to take place or a Default Notice
has been given in accordance with clauses 12 or 13 respectively and the
procedures and actions relating thereto have not been completed.
11.4 Any Transfer of Shares pursuant to this clause 11 shall be made free
from any claims, equities, liens and encumbrances whatsoever and with
all rights attached to the Sale Shares as at the date of service of the
Transfer Notice, but without the benefit of any other warranties or
representations whatsoever.
11.5 Within 5 Business Days after the Board has received a Transfer Notice
or, if later, within 5 Business Days after the Sale Price has been
determined in accordance with clause 11.9 (and, if applicable, after
the Vendor has informed the Board that it does not wish to exercise the
right of withdrawal conferred by clause 11.3 or such right has ceased
to be exercisable) the Board shall offer the Sale Shares to the other
Shareholder giving details in writing of the number of the Sale Shares,
the Sale Price and of the person to whom the Vendor wishes to transfer
the Sale Shares. If the other Shareholder does not within 10 Business
Days of the date of the offer inform the Board that it wishes to
purchase all the Sale Shares at the Sale Price, that Shareholder shall
be deemed to have declined such offer.
11.6 The Board shall, on the expiry of the 10 day period referred to in
clause 11.5, notify the Vendor whether the other Shareholder is willing
to purchase the Sale Shares. If the other Shareholder is willing to
purchase all (but not some only) of the Sale Shares the Vendor shall be
bound, on receipt of the Sale Price in cash, to transfer the Sale
Shares to the other Shareholder.
11
11.7 The purchase shall be completed as soon as reasonably practicable at a
place and time to be appointed by the Board when against payment of the
Sale Price and subject to payment by the Shareholder purchasing the
Sale Shares of any relevant stamp duties the Shareholder purchasing the
Sale Shares shall be registered as the holder of the Sale Shares in the
Register of Members of the Company, and a share certificate in the name
of the purchasing Shareholder in respect of the Sale Shares shall be
delivered.
11.8 If the other Shareholder declines or is deemed to have declined the
offer to purchase the Sale Shares pursuant to clause 11.5, the Vendor
may sell and transfer all (but not some only) of the Sale Shares at any
time within the following 3 months to the person named in the Transfer
Notice in pursuance of a BONA FIDE sale at any price not being less
than the Sale Price.
11.9 For the purposes of this clause 11 "THE SALE PRICE" means the price per
Share for the Sale Shares (if any) specified in the Transfer Notice as
being the price offered by the third party from which the Vendor has
received the BONA FIDE offer or (if no such price is so specified) the
fair value of the Sale Shares as the Vendor and the other Shareholder
shall agree or, failing agreement, as the Auditors (acting as experts
and not as arbitrators) shall state in writing to the Board and the
Shareholders to be in their opinion the fair selling value of the Sale
Shares on the open market, having regard to the fair value of the
business of the Company as a going concern and on the basis of an arm's
length transaction as between a willing vendor and a willing purchaser.
The determination of the Auditors shall be final and binding on all
concerned. The cost of obtaining the certificate of the Auditors shall
be borne by the Vendor. The Auditors shall be given by the Board, and
shall take account of, all information which a prudent prospective
purchaser of the entire issued share capital of the Company might
reasonably require if such purchaser were proposing to purchase it from
a willing vendor by private treaty and at arm's length.
11.10 Each of the Shareholders shall procure that prior to, and as a
condition precedent of, any Transfer of its Shares, any Purchaser
(other than an existing Shareholder) shall covenant to the remaining
Parties to this Agreement to observe and be bound by the terms of this
Agreement in a manner reasonably satisfactory to the remaining Parties.
11.11 Each of the Shareholders appoints the other (or any Director or
Directors nominated by those others) irrevocably, and by way of
security for the performance of its obligations under this clause 11
and as its attorney, to execute any necessary document, including,
without limitation, any Transfer of Shares. The Transferor hereby
irrevocably authorises the Directors to approve the registration of any
transfer of shares made in accordance with this clause 11.
11.12 The Company may receive the purchase monies on behalf of the Vendor,
but shall not be bound to earn or pay interest on them. The receipt by
the Company of the purchase monies shall be a good discharge to the
Purchaser, which shall not be bound to see to the application of them.
12
11.13 If the Purchaser shall fail to deliver purchase monies to the Vendor on
the completion date, the purchase monies shall bear interest at the
Default Interest Rate calculated on a daily basis and compounded
monthly.
11.14 On a Transfer of Shares in accordance with this clause from one
Shareholder to the other Shareholder:
(a) if pursuant to this Agreement, one Shareholder disposes of its
Shares to the other Shareholder or a member of the other
Shareholder's Group, then the other Shareholder shall use all
reasonable endeavours to obtain the release of that
Shareholder from any guarantee, indemnity or other security
which that Shareholder may have given pursuant to this
Agreement and pending such release shall keep that Shareholder
full and effectively indemnified against any liability under
any such guarantees, indemnities or other security;
(b) the Vendor shall repay all loans, loan capital, borrowings and
indebtedness in the nature of borrowings outstanding to the
Company from the Vendor (together with any accrued interest
thereon);
(c) the Company (if and to the extent that by so doing it shall
not contravene section 151 Companies Act 1985) or the
Purchaser shall repay all loans, loan capital, borrowings and
interest in the nature of borrowings outstanding to the Vendor
from the Company (together with any accrued interest thereon);
(d) the Vendor shall procure the removal of any Directors or
Secretary of the Company appointed by it; and
(e) the Vendor shall co-operate by doing all such things and
executing all such documents as the Purchaser may reasonably
require to procure that the Company shall adopt new Articles
of Association in such form as the Purchaser may require.
12 DEADLOCK PROVISIONS
-------------------
12.1 If, pursuant to clauses 3.14 and 5.2, the respective Chief
Executives/Managing Directors of the Principal Shareholders have failed
to reach agreement within the Decision Period, then such dispute shall
be referred to and finally resolved by arbitration under the Rules of
the LCIA which Rules are deemed to be incorporated by reference into
this clause.
12.2 The number of arbitrators shall be one.
12.3 The place of arbitration shall be London, England.
12.4 The language to be used in the arbitral proceedings shall be English.
12.5 The length of any such arbitration shall be limited to three (3) days.
12.6 The Company shall bear the costs of any such arbitration.
13
13 DURATION, TERMINATION AND CONSEQUENCES OF TERMINATION
-----------------------------------------------------
13.1 If either Shareholder ("THE DEFAULTING SHAREHOLDER") shall:
(a) commit a material breach or shall commit persistent breaches
of this Agreement which, if capable of remedy, have not been
so remedied within 10 Business Days of either or the other
Shareholder ("THE OTHER SHAREHOLDER") serving notice on
the Defaulting Shareholder requiring such remedy or
notwithstanding any such breach being remedied, such breach is
committed on 4 or more separate occasions; or
(b) be the subject of an Insolvency Event;
then the other Shareholder may, without prejudice to any other rights
and remedies which it may have, serve a written notice on the
Defaulting Shareholder ("A DEFAULT NOTICE") at any time during the 30
Business Days following an Event of Default coming to the notice of the
Other Shareholder.
13.2 The Default Notice may:
(a) require the Defaulting Shareholder immediately to offer all
(but not some only) of its Shares for sale to the Other
Shareholder and in such case the Defaulting Shareholder shall
be deemed to have served a Transfer Notice (as defined in
clause 11.3) in respect of all of its Shares and the
provisions of clauses 11.3 to 11.14 inclusive shall apply
mutatis mutandis save that the Defaulting Shareholder shall
sell its Shares to the Other Shareholder at the Default Sale
Price (which shall be 90% of the fair value of the Defaulting
Shareholder's Shares as determined by the Auditors in
accordance with clause 11.9); or
(b) require the Defaulting Shareholder immediately to purchase all
(but not some only) of the Other Shareholder's Shares who has
served the Default Notice and in such case that Other
Shareholder shall be deemed to have served a Transfer Notice
(as defined in clause 11.3) and the provisions of clauses 11.3
to 11.11 shall apply (mutatis mutandis), save that Other
Shareholder shall sell its Shares to the Defaulting
Shareholder at the Sale Price (which shall be the fair value
of the Sale Shares as determined by the Auditors in accordance
with clause 11.9) and the Defaulting Shareholder shall be
obliged to purchase the Shares of the other Shareholder.
13.3 If an Insolvency Event has occurred in relation to either of the
Shareholders or any holding company for the time being of either
Shareholder, then the other Shareholder may also serve on the
Defaulting Shareholder a notice (a "DISENFRANCHISEMENT NOTICE") in
respect of the Defaulting Shareholder's Shares ("THE RESTRICTED
SHARES") which shall automatically entitle the Other Shareholder to
exercise together all the rights of the Defaulting Shareholder in
relation to the Restricted Shares, including, without limitation:
(a) the right to attend and vote at general meetings of the
Company (whether on a show of hands or on a poll) as if it
were the holder of the Restricted Shares; and
14
(b) the right to remove Directors appointed by the Defaulting
Shareholder and appoint its own nominated Directors as if it
were the holder of the Restricted Shares.
13.4 The recipient of the Disenfranchisement Notice hereby appoints the
Other Shareholder as its lawful attorney for the purpose of receiving
notices of and attending and voting at all meetings of the members of
the Company from the date of service of the Disenfranchisement Notice
and hereby authorises:
(a) the Company to send any notices in respect of the Restricted
Shares to the Other Shareholder; and
(b) the Other Shareholder to complete in such manner as it thinks
fit and to return proxy cards, forms of appointment of a
representative to attend a general meeting of the Company
pursuant to section 375 Companies Xxx 0000, consents to short
notice and any other document required to be signed by it in
its capacity as a member.
13.5 Any Transfer Notice deemed to be given in accordance with this clause
13 may not be withdrawn.
13.6 On a transfer of any Shares in accordance with this clause 13:
(a) the provisions of clause 11.14(a) (release of guarantees,
etc.) shall apply mutatis mutandis;
(b) the transferring Shareholder shall repay all loans, loan
capital, borrowings and indebtedness in the nature of
borrowings outstanding to the Company from that Shareholder
(together with any accrued interest thereon);
(c) the transferring Shareholder shall procure the resignation of
any Directors or Secretary of the Company appointed by it;
(d) subject to clause 29.3 this Agreement shall terminate;
(e) each Shareholder shall forthwith return to the other or the
Company (as appropriate) all of the property of such other or
the Company (as appropriate) in its possession.
13.7 The rights of the Parties under this clause 13 shall be without
prejudice to any claim that any party may have against any other for
damages for breach of contract.
14 RESTRICTIVE COVENANTS
---------------------
14.1 Each of the Shareholders agrees with the Company and the other
Shareholder that it will not, and will procure that each of the members
of its Group will not, whether by itself, its employees or agents or
otherwise howsoever, while such Shareholder remains the holder of any
Shares and for two years from the date on which such Shareholder ceases
to hold any Shares ("THE RESTRICTION PERIOD") directly or indirectly:
15
(a) be engaged or interested in any capacity (whether for reward
or otherwise) in any business which is or is about to be
engaged in the development, production, distribution or sale
of the Restricted Products or any of them or the supply of the
Restricted Services or any of them in the Territory in
competition with the Company, PROVIDED THAT this restriction
shall not operate:
(i) to prohibit any such engagement in which none of the
duties or functions performed thereunder relate to
the development, production, distribution or sale of
the Restricted Products or any of them or the supply
of the Restricted Services or any of them;
(ii) to prohibit any party from holding in aggregate up to
five per cent. of the issued share capital of any
company which is or is about to be engaged in the
development, production, distribution or sale of the
Restricted Products or any of them or the supply of
the Restricted Services or any of them in competition
with the Company and the shares of which are listed
or dealt in on a recognised Stock Exchange;
(iii) to prohibit any party or any member of its Group from
purchasing shares of any company which (according to
its audited accounts for such period) in its most
recent accounting period derived 10% or less of its
revenues from the development, distribution or sale
of the Restricted Products or any of them or the
supply of the Restricted Services or any of them as
aforesaid.
(iv) to prohibit the "A" Shareholder from engaging in its
business which the Parties understand and agree might
or does involve the development, production,
distribution and/or sale of products similar to the
Restricted Products, and the supply of services
similar to the Restricted Services in the event that
the "A" Shareholder has transferred its shares to the
"B" Shareholder under the provisions of clause 13 .
The provisions of this clause 14.1(a)(iv) shall apply
mutatis mutandis to the "B" Shareholder so that
references to the "A" Shareholder are to the "B"
Shareholder and references to the "B" Shareholder are
to the "A" Shareholder. Notwithstanding any provision
of this Agreement to the contrary, both Shareholders
shall be free to engage in their business without
restriction outside of the Territory.
(b) solicit or entice away or endeavour to solicit or entice away
from the Company any director or manager or salesman employed
or otherwise engaged by the Company at any time during the
previous year, whether or not such person would commit any
breach of his contract of employment by reason of his leaving
the service of the Company;
(c) employ or otherwise engage any person who was at any time
during the previous year employed or otherwise engaged by the
Company and who by reason thereof is or is reasonably likely
to be in possession of any confidential information relating
to the Company.
16
14.2 Each of the Shareholders agrees with the Company and the other
Shareholder that it will not, and will procure that each of the members
of its Group will not, at any time during the Restriction Period,
whether by itself, its employees or agents or otherwise howsoever,
directly or indirectly:
(a) engage in any trade or business or be associated with any
person, firm, company or other organisation engaged in any
trade or business using the name "Xxxxxxx.xxx" or "Bonveno" or
incorporating such words or;
(b) do or permit anything to be done at any time which is harmful
to the reputation of the Company or which is likely to cause
any person to reduce the amount of business transacted between
that person and the Company or seek to change the terms of
such business in a manner adverse to the Company.
14.3 Each of paragraphs (a) to (c) of clause 14.1 and of paragraphs (a) and
(b) of clause 14.2 shall be deemed to constitute a separate agreement
and shall be construed independently of the other paragraphs in the
relevant clause.
14.4 While the parties consider that the restrictions aforesaid are
reasonable in all the circumstances, it is agreed that if any such
restrictions taken together shall be adjudged to go beyond what is
reasonable in all the circumstances for the protection of the interests
of the relevant party or Parties but would be adjudged reasonable if
part or parts of the wording thereof were deleted or amended or
qualified or the periods thereof were reduced or the range of products
or area dealt with were thereby reduced in scope, then the relevant
restriction or restrictions shall apply with such modification or
modifications as may be necessary to make it or them valid and
effective.
15 RIGHTS TO INFORMATION AND CONFIDENTIALITY
-----------------------------------------
15.1 Notwithstanding the duties owed by each of the Directors to the
Company, any Director or any person designated for the purpose in
writing by a Shareholder shall be entitled to disclose any information
and provide relevant documents and materials about the Company and
discuss its affairs, finances and accounts with appropriate officers
and senior employees of the Shareholder in question. Each of the
Shareholders shall be entitled to disclose details of the Company's
affairs, finances and accounts to that Shareholder's professional and
financial advisers who are required to know the same to carry out their
duties. Any information, documents and materials supplied to or by a
Shareholder in accordance with clause 8 and this clause 15.1 shall,
subject to clause 15.3 be kept strictly confidential.
15.2 Subject to clause 15.3 and save as required by law or by any relevant
national or supranational regulatory authority each of the Parties
shall safeguard, treat as confidential and not use for the purposes of
its own business all information, documents and materials which it
acquires in connection with this Agreement and which relate to the
business of the Company or to any of the other Parties.
15.3 The obligations of confidentiality in this clause 15 shall survive the
termination of this Agreement and shall continue unless and until any
of the relevant confidential
17
information enters the public domain through no fault of the relevant
party or of any other person owing a duty of confidentiality to the
Company.
15.4 A Shareholder which ceases to be a Shareholder shall thereupon
forthwith hand over to the Company all confidential information,
documents and correspondence belonging to or relating to the business
of the Company and shall, if so required by the Company, certify that
it has not kept any records or copies of such materials.
16 GUARANTEES AND INDEMNITIES
--------------------------
16.1 Each party hereby agrees to indemnify and hold harmless each of the
other parties, including their affiliates, subsidiaries, successors,
assigns, officers, directors, agents, and employees, from and against
any and all liabilities, damages, losses, expenses, claims, demands,
suits, fines, or judgments (including, but not limited to, attorneys'
fees, expert witness costs, court costs, and expenses) that may at any
time be threatened against, suffered by, accrued against, charged to,
or recoverable from that Party in any forum, by reason of that Party's
acts or omissions including, but not limited to:
(a) any alleged inaccuracy, copyright infringement or any other
claim arising in connection with the data produced by or for
the Party, including but not limited to any defamatory or
allegedly defamatory material placed online;
(b) misappropriation, violation, or infringement of any
proprietary rights, trademarks, trade names, or service marks
utilised by that Party;
(c) that Party's failure to obtain or maintain all permits and
licenses required under law in relation to this Agreement, and
(d) any injuries or death of persons or loss of, damage to, or
destruction of property (including loss of use thereof)
arising out of any act or omission of that Party or its
affiliates.
16.2 Each Party shall give prompt written notice to the other Parties of the
receipt of any claim or the commencement of any action which is or may
be covered by the indemnity set forth above. Upon receipt of such
notice, the party notified of the claim shall assume the defence
thereof and the other Parties shall, if required for the purpose of
such proceedings, lend their names thereto. The notifying Party shall
co-operate fully with the other Parties in defending or settling such
Claim, and shall perform all acts, execute all documents, and provide
all information and documents as are reasonably necessary for the
notified Party to perform its obligation. The notifying party shall not
compromise or settle any such Claim or any proceedings pursuant thereto
without the other Parties' prior written consent.
17 DIVIDENDS AND INTEREST: TAXATION
--------------------------------
17.1 Either Shareholder may by notice in writing at any time given to the
Company require the Company to join in making an election under section
247 ICTA (to the extent that such election may lawfully be made by the
Company).
18
17.2 The Company shall not thereafter revoke any election which has been
made pursuant to clause 17.1 (whether by giving notice under section
248 (5) ICTA or otherwise) unless requested to do so by the relevant
shareholder.
18 CLAIMS BY OR AGAINST SHAREHOLDERS
---------------------------------
18.1 Where either of the Shareholders asserts any claim against the Company,
the other Shareholder shall be entitled to defend such claim in the
name and at the expense of the Company without any further authority.
18.2 Where either Shareholder asserts that the Company has any claim against
the other Shareholder , the Shareholder so asserting shall be entitled
to pursue such claim in the name and at the expense of the Company
without any further authority.
19 PARTIES BOUND
-------------
19.1 The Company undertakes with each of the Shareholders (so far as it may
lawfully bind itself) to be bound by and comply with the terms and
conditions of this Agreement insofar as the same relate to the Company
and to act in all respects as contemplated by this Agreement.
19.2 The Shareholders undertake with each other to exercise their powers in
relation to the Company so as to ensure that the Company fully and
promptly observes, performs and complies with its obligations under
this Agreement and to exercise their rights as Shareholders in a manner
consistent with this Agreement.
19.3 Each Shareholder undertakes with each of the other Parties that while
it remains a party to this Agreement it will not (except as expressly
provided for in this Agreement) agree to cast any of the voting rights
exercisable in respect of any of the shares held by it in accordance
with the directions, or subject to the consent of, any other person
(including another Shareholder).
20 ASSIGNABILITY
-------------
20.1 This Agreement shall be binding on and shall ensure for the benefit of
each Party's successors and permitted assigns.
20.2 Subject to clause 11 none of the Parties may, without the written
consent of the others, assign any of their respective rights or
obligations under this Agreement.
21 NOT A PARTNERSHIP
-----------------
21.1 Nothing in this Agreement shall create a partnership or establish a
relationship of principal and agent or any other fiduciary relationship
between or among any of the Parties.
22 FORCE MAJEURE
-------------
22.1 If and to the extent that any Party is hindered or prevented by
circumstances not now reasonably foreseeable and not within its
reasonable ability to control from performing any of its obligations
(other than in respect of the payment of money)
19
under this Agreement and promptly so notifies the other party giving
full particulars of the circumstances in question, then the Party so
affected shall be relieved of liability to the other for failure to
perform such obligations but shall nevertheless use its best endeavours
to resume full performance of such obligations without avoidable delay,
and pending such resumption shall permit and shall use its best
endeavours to facilitate any efforts that the other Parties may make to
procure alternative supplies or services.
22.2 Where the period of non performance under clause 22.1 exceeds 45
Business Days either Shareholder shall be entitled to terminate this
Agreement forthwith by written notice to the other Shareholders and the
provisions of clause 13.2 to 13.7 (inclusive) shall apply mutatis
mutandis as if the Party suffering the event of force majeure was the
Defaulting Shareholder for the purpose of such clauses.
23 THIS AGREEMENT TO PREVAIL OVER THE ARTICLES
-------------------------------------------
23.1 In the event of any conflict, ambiguity or discrepancy between the
provisions of this Agreement and the Articles, the Shareholders shall
join in procuring that the Articles are altered to accord with the
provisions of this Agreement, which shall prevail as between the
Shareholders for so long as this Agreement remains in force.
23.2 Each of the Shareholders agrees with the other that it will:
(a) exercise all voting and other rights and powers vested in or
available to them respectively to procure the convening of all
meetings, the passing of all resolutions and the taking of all
steps necessary or desirable to give effect to this agreement;
and
(b) not exercise any rights conferred on it by the Articles which
are or may be inconsistent with its rights or obligations
under this agreement.
24 REMEDIES TO BE CUMULATIVE
-------------------------
24.1 No remedy conferred by any of the provisions of this Agreement is
intended to be exclusive of any other remedy available at law, in
equity, by statute or otherwise. Each and every other remedy shall be
cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law in equity, by statute or
otherwise. The election by any party to pursue one or more of such
remedies shall not constitute a waiver by such party of the right to
pursue any other available remedy.
24.2 Subject to the time limits in clauses 11.3, 11.5, 11.6 and 13.1 (for
which purposes time shall be of the essence), a Shareholder's failure
to insist on strict performance of any provision of this Agreement
shall not be deemed to be a waiver of that provision or of any right or
remedy for breach of a like or different nature. Subject as aforesaid,
no waiver shall be effective unless specifically made in writing and
signed by a duly authorised officer of the Shareholder granting such
waiver.
25 COSTS
-----
20
25.1 Each of the Parties shall be responsible for its respective legal and
other costs incurred in relation to the preparation and completion of
this Agreement.
26 FURTHER ASSURANCE
-----------------
26.1 Each of the Parties shall, and shall use their respective reasonable
endeavours to procure that any necessary third parties shall, execute
and deliver to the other Parties such other instruments and documents
and take such other action as may be required to carry out, evidence
and confirm the provisions of this Agreement and the Articles.
27 ANNOUNCEMENTS AND CIRCULARS
---------------------------
27.1 Subject as required by law or by the London Stock Exchange Limited or
by any relevant national or supra-national regulatory authorities, all
announcements and circulars by or on behalf of any of the Parties and
relating to the subject matter of this Agreement shall be in terms to
be agreed between the Parties in advance of issue.
28 ENTIRE AGREEMENT
----------------
28.1 This Agreement, the Articles and all other agreements required by the
terms of this Agreement to be entered into by the Parties set forth the
entire agreement and understanding between the Parties or any of them
in connection with the Company and the arrangements described in this
Agreement.
28.2 No purported variation of this Agreement shall be effective unless made
in writing.
29 MISCELLANEOUS
-------------
29.1 If any term or provision in this Agreement shall be held to be illegal
or unenforceable, in whole or in part, under any enactment or rule of
law, such term or provision or part shall to that extent be deemed not
to form part of this Agreement but the enforceability of the remainder
of this Agreement shall not be affected.
29.2 This Agreement may be entered into in any number of counterparts and by
the Parties to it on separate counterparts, each of which when executed
and delivered shall be an original, but all the counterparts shall
together constitute one and the same instrument.
29.3 This Agreement shall cease to have effect in relation to a Shareholder
which ceases to hold any Shares save in respect of:
(a) any provision of this Agreement which is expressed to continue
after such cessation; and
(b) any liability which at the time of such cessation has accrued
to another party or which may accrue in respect of any act or
omission occurring prior to such cessation.
21
30 NOTICES
-------
30.1 Any notice required to be given under this Agreement shall be deemed
duly served if left at or sent by registered or recorded delivery post
to any Party at its registered office. Any such notice shall be deemed
to be served at the time when the same is handed to or left at the
address of the Party to be served and, if served by post, on the day
(not being a Saturday, Sunday or public holiday) next following the day
of posting.
30.2 In proving the giving of a notice it shall be sufficient to prove that
the notice was left or that the envelope containing such notice was
properly addressed and posted or that the applicable means of
telecommunications was properly addressed and despatched (as the case
may be).
30.3 The Company undertakes with each of the Shareholders that it will
forthwith supply to each Shareholder a copy of any notice which may be
given to or served on the Company under this Agreement.
31 CHOICE OF LAW, SUBMISSION TO JURISDICTION AND ADDRESS FOR SERVICE
-----------------------------------------------------------------
31.1 This agreement shall be governed by and interpreted in accordance with
English law.
31.2 The Parties hereby submit to the exclusive jurisdiction of the High
Court of Justice in England save under the provisions of clause 12 of
this Agreement.
31.3 Orbittravel hereby undertakes that within one month of the Completion
Date it will notify both of the other Parties to the Agreement of the
person, firm or company who is authorised to accept service of all
legal process arising out of or connected with this Agreement and
service on such person, firm or company shall be deemed to be service
on the Party concerned.
IN WITNESS whereof this Agreement has been executed as a deed the day and year
first above written
22
EXECUTED AS A DEED by )
WEB TRAVEL SYSTEMS )
LIMITED )
acting by:
Director /s/ Authorized Signatory
Director/Secretary /s/Xxxxx Xxxxxx
EXECUTED AS A DEED by )
XXXXXXXXXXX.XXX, INC. )
acting by:
/s/ Xxxxxx X. Xxxxxxx
Director, Chairman & CEO
Director/Secretary
/S/Xxxxx X. Xxxxxxxx
EXECUTED AS A DEED by )
XXXXXXX.XXX LIMITED )
acting by:
Director /s/ Authorised Signatory
Director/Secretary /s/ Xxxxx Xxxxxx
23
