SALE PURCHASE AGREEMENT
Exhibit 4.23
Dated 1 July 2005
Xxxxx Xxxxxxxx
and
Xxxxxxx Ludovicus Josephus Xxxxx Xxxxx
relating to the acquisition of one share in
SC MobiFon SA
This Sale Purchase Agreement (hereinafter the “Agreement”) has been entered into on 1 July 2005, in Bucharest, Romania, between:
(1) XXXXX XXXXXXXX Canadian citizen, holder of passport no. XX000000, issued by Canadian authorities, on the date of 6 April 2001, domiciled at 000 Xxxxxx Xxxxxx, Xxxxx Xxxxxxx, Xxxxxx, X0X 0X0, Xxxxxx, (hereinafter referred to as “Seller”)
and
(2) XXXXXXX LUDOVICUS JOSEPHUS XXXXX XXXXX, Dutch citizen, holder of passport no. XX0000000, issued by Dutch authorities, on the date of 7 August 2002 domiciled at Ruychrocklaan 128. 2597 ES, The Hague, The Nederlands, (hereinafter referred to as the “Purchaser)”,
(The Seller and the Purchaser are hereinafter referred to separately as “Party” and collectively as “Parties”).
WHEREAS
(A) S.C. MOBIFON SA is a joint-stock company registered with the commercial registry under registration number J40/9852/1996 and registered office at Xxxxxxx xx Xxxxxx Xxxxxx, Xxxxxx 0, Xxxxxxxxx, Xxxxxxx (hereinafter the “Company”);
(B) Xxxxx Xxxxxxxx holds 1 share (actiune) in the Company No. 186389470 (the “Share”);
(C) The Seller wishes to sell its Share in the Company and the Purchaser wishes to purchase the Share, according to the terms and subject to the conditions of this Agreement.
(D) The Purchaser has been informed by the Seller and acknowledged that the Share is charged with a security created in favour of the following financial institutions in the capacity as Senior Lenders: European Bank for Reconstruction and Development, Export Development Canada, Nordic Investment Bank, pursuant to the loans and security documentation entered into by the Company on 27 August 2002.
1 Agreement to Sell and Purchase the Share
1.1 Sale and purchase of the Share
According to the terms and subject to the conditions of this Agreement, the Seller agrees to sell to the Purchaser and the Purchaser agrees to purchase from the Seller, the Share.
1.2 Transfer of ownership over the Share
The Seller hereby represents and warrant that he/she is the sole owner of the Share.
The transfer of ownership over the Share and all the rights attached thereto from the Seller to the Purchaser shall be effective when (i) the transfer is properly recorded in the shareholders’ register of the Company and (ii) the share certificate evidencing the Share is properly endorsed.
1.3 Registration of the Share transfer
The Parties acknowledge that the Share transfer shall be registered with the Company’s shareholders’ register and with the Bucharest Commercial Registry, in accordance with the law.
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2 Purchase Price
The price to be paid by the Purchaser for the Share is equal to the nominal value of the share: XXX 0.37 (ROL 3,750 prior to denomination) and has been settled between the Parties.
3 Dispute Resolution
Any dispute or difference arising out of or in connection with this Agreement, including without limitation any disputes regarding its breach, termination or invalidity that cannot be resolved amicably within a reasonable period of time shall be resolved by the Romanian competent courts of justice.
4 Other Provisions
4.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Romania.
4.2 Number of copies
This Agreement shall be executed in three (3) originals in the English language.
IN WITNESS WHEREOF, the Parties hereto have signed this Agreement in Bucharest, on 1 July 2005.
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XXXXX XXXXXXXX |
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Name: Anda Xxxxxxxx Xxxxx |
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Title: Attorney in fact |
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XXXXXXX LUDOVICUS JOSEPHUS XXXXX XXXXX |
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by |
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Name: Xxxxxxxx Virtopeanu |
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Title: Attorney in fact |
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