EXHIBIT 2.09
SHARE TRANSFER AGREEMENT
This Agreement is made and entered into this 1st day of August, 1999, by and
among,
Xxxxxx Corporation, a corporation duly organized and existing under the law of
the State of Delaware, USA, and having its principal office at 0000 Xxxx XXXX
Xxxxxxxxx, Xxxxxxxxx, Xxxxxxx 00000, XXX, (hereinafter "Seller"); and
Intersil Corporation, a corporation duly organized and existing under the law of
the State of Delaware, USA, and having its principal office at 0000 Xxxx Xxx
Xxxx, X.X., Xxxx Xxx, Xxxxxxx 00000, XXX (hereinafter "Purchaser").
WITNESSETH THAT:
WHEREAS, Seller owns 1665 shares in Xxxxxx Semiconductor YH, a corporation duly
organized and existing under the laws of Korea (hereinafter referred to as the
"Company"), each share having a par value of 10,000 Korean Won; and
WHEREAS, Seller desires to sell to Purchaser 1665 shares in the Company
("Shares") and Purchaser desires to purchase from Seller the Shares, all upon
the terms and conditions set forth below;
NOW, THEREFORE, Seller and Purchaser agree as follows:
Article 1. Sale of Shares
Seller hereby agrees to sell the Shares to Purchaser and Purchaser agrees
to purchase the same from Seller.
Article 2. Purchase Price
The purchase price of the Shares shall be 22,000 U.S. dollars.
Article 3. Filing of Report
Purchaser shall promptly file a report of the share acquisition
contemplated by this Agreement with the bank delegated by the Korean Ministry of
Finance and any further documents which may be necessary.
Article 4. Closing Date
The transactions contemplated by this Agreement shall be consummated on
August 13, 1999 at 00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx, or at such other
time and place as the parties may mutually agree ("Closing Date"). On Closing
Date, the Shares (together with any and all certificates representing the
Shares) shall be transferred and delivered to Purchaser in exchange for payment
of the Purchase Price set forth in Article 2 hereof.
Article 5. Effective Date
This Agreement shall come into force and effect on the date first written
above subject to the Korean Ministry of Finance's acceptance of the report of
transfer of Shares contemplated by this Agreement.
Article 6. Assignment of This Agreement
This Agreement and each and every covenant, term and condition herein is
binding upon and inures to the benefit of the parties hereto and their
respective successors and assigns, but neither party shall assign this Agreement
or any rights hereunder directly or indirectly without receiving the prior
written consent of the other party.
Article 7. Language
This Agreement is written in the English language and executed in two (2)
counterparts, each of which shall be deemed an original. The English language
text of this Agreement shalt prevail over any translation thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives as of the day and year first above
written.
XXXXXX CORPORATION INTERSIL CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President Title: CEO
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
Intersil Corporation, a corporation duly organized and existing under the laws
of the State of Delaware, USA, with its principal place of business at 0000 Xxxx
Xxx Xxxx, X.X., Xxxx Xxx, Xxxxxxx, XXX (the "Corporation"), does hereby make,
constitute and appoint Xx. Xxxx Xxxx Xxxx having his address at Seyang Bldg.,
000 Xxxxx-xxxx, Xxxxxxx-xx, Xxxxx, Xxxxx as its true and lawful
Attorneys-in-fact with full power and authority to act, as herein described, in
the name and on behalf of the Corporation:
To act on behalf of the corporation in any and all matters arising in connection
with the acquisition from Xxxxxx Corporation, a corporation duly organized and
existing under the laws of the state of Delaware, USA, of certain shares in
Xxxxxx Semiconductor YH ("the Company"), including, without limitation,
preparing and executing documents, notices and reports; communicating and
negotiating with governmental bodies; obtaining necessary approvals and/or tax
report or certificate; and receiving, depositing and withdrawing funds; and To
engage in any and all acts, things, and acts, things, and activities which are
related to, incidental or conductive, directly or indirectly, to the attainment
of the foregoing objectives, including, but not limited to, obtaining the
notarization of any documents.
Granting the said Attorney-in-fact full power and authority to do everything
requisite, necessary and proper to be done in performing the above to all
intents and purposes as it might or could do if acting for itself with full
power of substitution and revocation, hereby ratifying and confirming all that
its said Attorney or his substitutes lawfully do or cause to be done by virtue
of this document for a period of one (1) year from the date hereof.
IN WITNESS WHEREOF, the Corporation has caused its corporate name to be
subscribed hereto by its authorized officer, and its corporate seal to be
affixed hereto this 30th day of July, 1999.
INTERSIL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: CEO
