DATED 21 NOVEMBER 1996
(1) XXXXXXX ANNANDALE
- and -
(2) SITEINPUT LIMITED
-----------------------------------------------
AGREEMENT
for the sale and purchase of shares in
PDM Communications Limited
-----------------------------------------------
R A K I S O N S
S O L I C I T O R S
00 Xxxxxxxx Xxxx, Xxxxxx XX0X 0XX
TELEPHONE: 0000-000 0000
FAX: 0000-000 0000
REF: JMP\11714\sapagmt.02
DATED: 1996
PARTIES:
1 "Vendor": Xxxxxxx Annandale of Stompond Cottage, 00 Xxxxxxxx Xxxx,
Xxxxxx-xx-Xxxxxx, Xxxxxx XX00 0XX
2 "Purchaser": Siteinput Limited (registered in England under company
number 3113109) whose registered office is at 0 Xxxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxxx XX0 0XX
OPERATIVE PROVISIONS:
1 Definitions
1.1 In this agreement the following words and expressions have the
meanings stated:
"Agreed Form"
a form agreed between the parties, a copy of which has been initialled
for the purposes of identification by or on behalf of the parties.
"Company"
PDM Communications Limited (registered in England under number
1324588).
"Completion"
completion of the purchase of the Shares in accordance with clause 4.
"Compromise Agreement"
an agreement in the Agreed Form.
"Loan Account"
the loan account opened by the Company in the name of the Vendor on
which the Vendor owes to the Company (pound)9,300 as at the date of
this agreement.
"Shares"
the 45 issued ordinary shares of one pound each of the Company held by
the Vendor at the date of this agreement.
"Warranties"
the warranties and representations by the Vendor set out in clause 5.
1.2 Clause headings in this agreement are for ease of reference only and
do not affect the construction of any provision.
2 Agreement for sale
Subject to the terms and conditions of this agreement the Vendor shall
sell with
1
full title guarantee and the Purchaser shall purchase the Shares,
with all rights attaching to them, with effect from the date of
Completion.
3 Purchase consideration
3.1 The purchase consideration for the Shares shall be the sum
of (pound)6,300.
3.2 The amount outstanding on the Loan Account shall be satisfied in part
by the purchase consideration.
4 Completion
4.1 Completion shall take place at the offices of the Purchaser on the
execution of this agreement.
4.2 The Vendor shall deliver to the Purchaser:
4.2.1 a duly completed and signed transfer in favour of the Purchaser, or as
it may direct, of the Shares;
4.2.2 a resignation as a director of the Company with a written
acknowledgment from him, executed as a deed in such form as the
Purchaser requires, that he has no claim against the Company on any
grounds whatsoever;
4.2.3 all documents relating to the Company which are the Company's
property;
4.2.4 the Compromise Agreement duly executed by the Vendor and his adviser;
4.2.5 a resignation letter from J Herd as an employee of the Company in
Agreed Form;
4.3 The parties to this agreement shall take or cause to be taken the
following steps at a board meeting of the Company:
4.3.1 the approval of the transfer (subject to stamping) referred to in
clause 4.2.1;
4.3.2 the submission and acceptance of the resignation referred to in clause
4.2.2.
4.4 Upon completion of the matters referred to in clauses 4.2 and 4.3 the
Purchaser shall procure:
4.4.1 the delivery up of the Compromise Agreement duly executed by the
Company;
4.4.2 the partial satisfaction of the Loan Account by the purchase
consideration referred to in clause 3.1;
4.4.3 the payment of a bonus to the Vendor which will be used to satisfy in
full the balance outstanding on the Loan Account;
4.4.4 the delivery of a receipt confirming that the Loan Account has been
satisfied in full;
4.4.5 the delivery of waivers of any pre-emption or other rights relating to
the transfer of the Shares executed by the other shareholders in the
Company.
2
5 Warranties by the Vendor
5.1 The Vendor warrants to the Purchaser that the warranties set out below
are true and accurate in all material respects and are not misleading
at the date of this agreement:
5.1.1 the Vendor has full power to enter into and perform this agreement and
this agreement constitutes binding obligations on him in accordance
with the terms of this agreement;
5.1.2 there are no agreements or arrangements in force, other than this
agreement, which grant to any person the right to call for the issue,
allotment or transfer of any of the Shares.
6 Limitation of Liability
6.1 The provisions of this paragraph shall operate to limit the liability
of the Vendor under or in connection with the Warranties and
references to "such liabilities" shall be construed accordingly. The
parties agree as follows:
6.1.1 no such liabilities shall attach to the Vendor unless the aggregate
amount of such liabilities shall exceed the total sum of (pound)1,000
but if such liabilities shall exceed that sum the Vendor shall be
liable for the whole of such liabilities and not merely for the
excess;
6.1.2 the aggregate amount of such liabilities shall not exceed the purchase
consideration stated in clause 3.1;
6.1.3 claims against the Vendor in relation to the Warranties shall be
wholly barred and unenforceable unless written particulars thereof
(giving reasonable details of the specific matter or claim in respect
of which such claim is made so far as then known to the Purchaser)
shall have been given to the Vendor prior to the first anniversary of
this agreement; and
6.1.4 if the Vendor makes any payment by way of damages for breach of the
Warranties and within twelve months of the making of the relevant
payment the Company or the Purchaser receives any benefit otherwise
than from the Vendor which would not have been received but for the
circumstances giving rise to the claim in respect of which the damages
payment was made the Purchaser shall, once it or the Company, as the
case may be, has received such benefit, forthwith repay to the Vendor
an amount equal to the lesser of (a) the amount of such benefit and
(b) the damages payment in question.
3
7 No other representations
The Purchaser admits that it has not entered into this agreement in
reliance upon any representation or promise other than those
incorporated in this agreement.
8 Indemnity
The Vendor shall indemnify and keep indemnified on a continuing basis
the Purchaser and the Company from and against all losses, costs,
damages, liabilities, fines, judgments, expenses, proceedings and
demands, which the Purchaser and/or the Company may suffer, incur or
pay as a result of any claim (including, but not limited to, claims
for redundancy payments, protective awards, damages for wrongful
dismissal or compensation for unfair dismissal) by J Herd as an
employee of the Company.
9 Non-competition and non-solicitation
9.1 To assure to the Purchaser the full benefit of the business and
goodwill of the Company generated by the Vendor, the Vendor undertakes
by way of further consideration for the obligations of the Purchaser
under this agreement, as separate and independent agreements, that he
will not:
9.1.1 disclose to any person, or himself use for any purpose, and shall use
all reasonable endeavours to prevent the publication or disclosure of,
information concerning the business, accounts or finances of the
Company or its clients' or customers' transactions or affairs, of
which he has knowledge;
9.1.2 for one year after Completion either on his own account or for another
person and in competition with the Company, directly or indirectly
solicit, interfere with or endeavour to entice away from the Company a
person who, to his knowledge, is, or has during the past two years
been, a client, customer or employee of, or in the habit of dealing
with, the Company.
9.2 The Vendor agrees that the covenants and undertakings contained in
clause 9.1 are reasonable and are entered into for the purpose of
protecting the goodwill of the business of the Company and that
accordingly the benefit of the covenants and undertakings may be
assigned by the Purchaser and its successors in title without the
consent of the Vendor.
9.3 Each covenant and/or undertaking contained in clause 9.1 shall be
construed as a separate covenant or undertaking. If one or more of the
covenants and/or undertakings is held to be against the public
interest or unlawful or in any way an
4
unreasonable restraint of trade, the remaining covenants and
undertakings shall continue to bind the Vendor.
9.4 If any covenant or undertaking contained in clause 9.1 were void but
would be valid if the period of application were reduced or if some
part of the covenant or undertaking were deleted, the covenant or
undertaking in question shall apply with such modification as is
necessary to make it valid.
10 Release of Guarantee
10.1 The Purchaser shall use ifs reasonable endeavours to procure the
release as soon as practicable after completion of the Vendor from a
certain bank guarantee given by the Vendor to Midland Bank plc in
respect of an overdraft facility in favour of the Company.
10.2 The Purchaser shall indemnify and hold harmless the Vendor against any
liability (contingent or otherwise), costs, claims and demands
whatsoever which he may incur as a result of a call under the
Guarantee after Completion due to an act or deed undertaken by the
Company after Completion.
11 Communications
11.1 All communications between the parties with respect to this agreement
shall be delivered by hand or sent by post. The address for service of
each party shall be the address as the addressee may from time to time
have notified for the purpose of this clause.
A notice shall be deemed to have been served:
11.1.1 if personally delivered: at the time of delivery;
11.1.2 if posted: at the expiration of 24 hours.
11.2 In proving service it shall be necessary only to prove that the
communication was contained in an envelope which was duly addressed
and posted in accordance with clause 11.1
12 General
12.1 All expenses incurred by or on behalf of the parties, including all
fees of representatives, solicitors and accountants employed by any of
them in connection with the negotiation, preparation or execution of
this agreement, shall be borne solely by the party who incurred the
liability and the Company shall have no liability in respect of them.
5
The construction, validity and performance of this agreement shall be
governed by the laws of England.
13 Announcements
No announcement shall be made in respect of the subject matter of this
agreement, except as specifically agreed between the parties, unless
an announcement is required by law.
EXECUTED by the parties as a deed on the date of this agreement.
SIGNED and DELIVERED )
by XXXXXXX ANNANDALE ) /s/ X. X. Annandale
as a deed in the presence of: )
Witness signs: /s/ X. Xxxxxx
Print name: X. XXXXXX
Address: 00 Xxxxxxxxx Xxxxx
Xxxxxxxxx
Xxxxxx
XXX 0XX
Occupation: Marketing Consultant
EXECUTED as a deed by )
SITEINPUT LIMITED )
Director /s/ Xxxxxx
Director Xxxxxxxxx /x/ XX Xxxxxxxx
0
