EXHIBIT 2.07
PURCHASE AGREEMENT OF CORPORATE QUOTAS
OF A LIMITED LIABILITY COMPANY
This Purchase Agreement (hereinafter "Agreement") is made and entered into as of
the 13th day of August 1999.
by and between
Xxxxxx Semiconductor BV, a Dutch Corporation and Xxxxxx Semiconductor Limited,
an English Corporation (hereinafter referred to collectively as the "Sellers"
and each individually as a "Seller"),
and
Intersil Corporation, a Florida corporation with registered office located at
0000 Xxxx Xxx Xxxx XX, Xxxx Xxx, Xxxxxxx 00000, X.X.X. (hereinafter referred to
as "Buyer"),
WHEREAS
o Sellers are the holders of participations representing 100% of the
capital, having a par value of Lit. 20,000,000, of the company Xxxxxx
S.r.l., with registered offices in Cinisello Xxxxxxx (MI), Xxxxx
Xxxxxx Testi 126, Tax Code no. 05081450156, and an outstanding and
fully paid capital of Lit. 20,000,000, registered with the Companies
Registrar of Milan under no. MI149-25033 and no. 1132600 R.E.A.;
o Sellers desire to sell said participations to Buyer and Buyer desires
to purchase it;
Now therefore, the parties hereby agree as follows:
1. Sellers agree to sell to Buyer, who agrees to purchase, the quota of Lit.
20,0000,000 fully paid, equal to 100% of the outstanding capital of Xxxxxx
S.r.l. ("Quota");
2. The purchase price is Lit. 149,994,480 and will be paid contemporaneously
with the execution of this Agreement
GENERAL CONDITIONS
1. Sellers grant any and all guarantees provided by law and declare that the
assigned capital participations:
o are of their exclusive property and freely transferrable;
o have not previously been transferred or pledged;
o are free of restrictions, charges and liens of any kind. Sellers also
declare that no prohibitions regarding the free assignability of their
quotas exist.
2. This sale becomes effective on August 13, 1999 and, as a consequence, Buyer
becomes entitled to any and all rights towards Xxxxxx S.r.l. previously
belonging to Sellers from such date;
3. This Agreement shall be deposited, together with a Notary deed, within the
terms provided by the law, in order to be registered with the Register of
Enterprises of Milan.
4. Pursuant to Section 2479 of the Italian Civil Code, the assignment of the
quotas shall be registered in the quotaholders ledger of Xxxxxx S.r.l.
within 30 days from the date of deposit at the Register of Enterprises of
this instrument, upon request of Buyer, following the submission of a copy
of this instrument and of the notice of confirmation of the deposit.
5. Buyer shall bear all expenses and taxes relating to and deriving from the
registration of this Agreement. In order to comply with the tax on the
transfer of ownership of securities or other instruments, the parties
declare that they shall pay such tax in accordance with the provisions of
"Imposta di Bollo" (stamp duties) which require an application and
deduction of a corresponding amount of stamps. Such stamps shall be applied
to this agreement and related invoice issued pursuant to Section 21 of
Presidential Decree of the Republic N. 633 of October 26, 1972, and
subsequent amendments, pursuant to the provision of Law Decree N. 417 of
December 30, 1991 (Official Gazette of January 2, 1992) and the parties
request that the payment of the tax be effected in "a virtual manner" by
the competent Office of Registration at the moment in which this agreement
is registered.
6. This instrument is subject to a fixed registration tax pursuant to section
11 Tar. Part 1a attached to D.P.R. No. 131 dated April 26, 1986.
7. This Agreement has been construed in accordance with and is governed by the
laws of the Republic of Italy.
In witness thereof, the parties hereto have caused this Agreement to be executed
as of the day and year first above written.
Xxxxxx Semiconductor BV
/s/ Xxxxxxx X. Xxxxxxxxxx
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By: Xxxxxxx X. Xxxxxxxxxx
Title: VP, General Counsel and Secretary
Xxxxxx Semiconductor Limited
/s/ Xxxxxxx X. Xxxxxxxxxx
----------------------------------------
By: Xxxxxxx X. Xxxxxxxxxx
Title: VP, General Counsel and Secretary
Intersil Corporation
/s/ Xxxxxx X. Xxxxxxxx
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By: Xxxxxx X. Xxxxxxxx
Title: VP, Secretary and Treasurer
