SHARE PURCHASE AGREEMENT AMONG INDIA GLOBALIZATION CAPITAL, INC. AND ODEON LIMITED
Exhibit
10.3
AMONG
AND
ODEON
LIMITED
THIS
SHARE PURCHASE AGREEMENT (this “Agreement”) is made as on this
[●] day of [●] 2007 BETWEEN:
INDIA
GLOBALIZATION CAPITAL, INC. a company organised under the laws of the
State of Maryland and having its office address at 0000
Xxxxxxxxxx Xxxxxx Xxxxxxxx, XX 00000 (hereinafter referred to as
“Purchaser”, which expression shall, unless it be repugnant to
the context or meaning thereof, be deemed to mean and include its successors
and
assigns) of the FIRST PART;
AND
ODEON
LIMITED, a company duly organised under the laws of Mauritius having
its registered office at 0xx Xxxxx,
XX
Xxxxxxxx, Xxxx Xxxxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxxxxx of Mauritius and having
its
correspondence address at 000X, Xxxxxxxxx, Xxxxxxxxx 000000 (hereinafter
referred to as "Seller" which expression shall, unless
repugnant to the context or meaning thereof, be deemed to mean and include
its
successors) of the SECOND PART.
WHEREAS:
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A.
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The
Seller is the owner of Five Million (5,000,000) convertible preference
shares of the face value of INR 10 each with the terms and conditions
as
listed in Schedule 1 hereto (the
“Shares”) in Techni Xxxxxxxx Limited, a public limited
company organised and existing under the laws of India with its registered
office and principle place of business at By pass road, Edappally,
Kochi –
682 024, India
(“Company”).
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B.
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The
Seller has agreed to sell the Shares to the Purchaser and the Purchaser
has agreed to purchase the Shares from the Seller in accordance with
the
provisions of this Agreement.
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NOW
THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND PROMISES CONTAINED
HEREIN AND OTHER GOOD AND VALUABLE CONSIDERATION THE ADEQUACY OF WHICH IS HEREBY
ACKNOWLEDGED, IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AND THIS
AGREEMENT WITNESSETH AS UNDER:
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1.
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DEFINITIONS
AND INTERPRETATION
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1.1
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Definitions
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In
this
Agreement, except to the extent that the context requires otherwise the
following terms shall have the meanings set forth below, such meanings to be
applicable to both the singular and the plural forms of such terms:
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(a)
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‘Affiliate’
means when used in respect of a specified legal person,
each
legal person that directly or indirectly through one or more
intermediaries, controls or is controlled by, or is under common
control
with the person specified. In this definition “control” (and its
derivatives) means both (i) holding beneficially more than fifty
per cent
(50%) of equity interests and (ii) the ability to cast more than
fifty
(50%)per cent of the voting rights attaching to voting
securities.
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(b)
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'Agreement'
shall mean this Share Purchase Agreement, as from time to time amended,
supplemented or replaced or otherwise modified and any document which
amends, supplements, replaces or otherwise modifies this Agreement,
together with the recitals and all the Schedules attached
hereto.
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(c)
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“Applicable
Law” shall mean all applicable laws, statutes, ordinances,
regulations, rules, orders, bye laws, administrative interpretation,
writ,
injunction, directive, protocols, codes, policies, notices, directions,
judgment or decree or other instrument or other requirements of any
Governmental Authority in any relevant jurisdiction applicable to
any
Party from time to time.
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(d)
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‘Articles’
means Articles of Association of the
Company.
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(e)
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‘Board’
means Board of Directors of the
Company.
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(f)
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‘Claim’
includes any notice, demand, assessment, letter or other document
issued
or action taken by any tax, fiscal or other statutory or governmental
authority, body or official whatsoever (whether of India or elsewhere
in
the world) whereby the Company is or may be placed or sought to be
placed
under a liability to make a payment or deprived of any relief, allowance,
credit or repayment otherwise
available.
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(g)
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'Completion'
shall mean completion of the events specified in
Clause4.1 below and the Purchaser being
registered as a member in respect of the Shares in the register of
members
of Company.
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(h)
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‘Completion
Date' shall mean date mentioned in
Clause4.1
hereof.
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(i)
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'Conditions
Precedent' shall mean the conditions precedent mentioned in
Clause 3 of this
Agreement.
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(j)
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“CPS”
means 6% compulsorily convertible preference shares of the
Company agreed to be subscribed by the Purchaser in terms of the
Share
Subscription Agreement.
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(k)
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'Encumbrances'
means any encumbrance, lien, charge, security interest, mortgage,
pledge,
easement, conditional sale or other title retention or non-disposal
agreement or other restriction of a similar kind, and all other easements,
encroachments and title defects of every type and nature, or any
conditional sale contract, title, retention contract, or other contract
to
give or to refrain from giving any of the
foregoing.
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(l)
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‘INR’
means the lawful currency of India.
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(m)
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“Investor
Shares” means 7,150,000 equity shares of the Company agreed to be
subscribed by the Purchaser in terms of the Share Subscription
Agreement.
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(n)
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'Party'
shall mean the Seller and the Purchaser referred to individually
and
'Parties' shall mean the Seller and the Purchaser
referred to collectively.
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(o)
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‘Purchase
Price’ means an aggregate amount of USD 2 million to be paid by
the Purchaser to the Seller for acquiring
Shares.
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(p)
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'Person'
shall include an individual, an association, a corporation, a partnership,
a joint venture, a trust, an unincorporated organisation, a joint
stock
company or other entity or organisation, including a government or
political subdivision, or an agency or instrumentality thereof and/or
any
other legal entity.
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(q)
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“Promoters”
shall have the meaning ascribed to the term in the Share
Subscription Agreement.
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(r)
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Representations and Warranties means
the representations and warranties of the Seller as set out in Recital
A
and clauses 5.1.1 to 5.1.5 (both
inclusive).
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(s)
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“Share
Subscription Agreement” means the agreement to be executed
between the Purchaser, the Company and the
Promoters.
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1.2
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Interpretation
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1.2.1
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The
terms referred to in this Agreement shall, unless defined otherwise
or
inconsistent with the context or meaning thereof, bear the meaning
ascribed to it under the relevant
statute/legislation.
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1.2.2
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All
references in this Agreement to statutory provisions shall be construed
as
meaning and including references
to:
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(a)
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Any
statutory modification, consolidation or re-enactment (whether before
or
after the date of this Agreement) for the time being in
force;
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(b)
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All
statutory instruments or orders made pursuant to a statutory provision;
and
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(c)
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any
statutory provisions of which these statutory provisions are a
consolidation, re-enactment or
modification.
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1.2.3
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Words
denoting the singular shall include the plural and words denoting
any
gender shall include all genders.
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1.2.4
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Headings
to clauses, sub-clauses and paragraphs are for information only and
shall
not form part of the operative provisions of this Agreement or the
Schedules and shall be ignored in construing the
same.
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1.2.5
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References
to recitals, clauses or schedules are, unless the context otherwise
requires, are references to recitals, to clauses of or schedules
to this
Agreement.
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1.2.6
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Reference
to days, months and years are to Gregorian days, months and calendar
years
respectively.
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1.2.7
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Any
reference to the words “hereof,” “herein”, “hereto” and “hereunder” and
words of similar import when used in this Agreement shall refer to
clauses
or annexures of this Agreement as specified
therein.
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1.2.8
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Any
expression importing a natural person includes any company, trust,
partnership, joint venture, association, body corporate or governmental
agency.
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1.2.9
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Where
a word or phrase is given a defined meaning, another part of speech
or
other grammatical form in respect of that word or phrase has a
corresponding meaning.
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1.2.10
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Reference
to “Purchaser”, unless repugnant to the context shall for the purpose of
this Agreement, mean and include the Affiliates of the
Purchaser.
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1.2.11 The words “include” and “including” shall be construed without
limitation.
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2.
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PURCHASE
AND SALE OF SHARES
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2.1
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Subject
to the terms and conditions hereof, on the Completion Date the Seller
shall sell, assign, transfer, convey and deliver to the Purchaser
the
ownership and possession of the Shares, free and clear of all Encumbrances
and restrictions of any kind, with all rights attached or accruing
thereto
(including without limitation, accrued dividends if any) and the
Purchaser
shall purchase the Shares from the Seller for the Purchase
Price.
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3.
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CONDITIONS
PRECEDENT
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3.1
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The
Parties agree that the obligation of the Purchaser to purchase the
Shares
in the manner provided herein, is conditional upon (i) the Purchaser
subscribing to the Investor Shares and the CPS; and (ii) only if
all the
Representations and Warranties continue to be true and correct on
the
Completion Date.
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3.2
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Upon
fulfilment of the Conditions Precedent, the Purchaser shall notify
the
Seller of the same in writing.
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4.
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COMPLETION
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4.1
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Upon
fulfilment of all the Conditions Precedent to the satisfaction of
the
Purchaser or if specifically waived in writing by the Purchaser,
the
Parties shall proceed to complete the sale of the Shares to the Purchaser
(‘Completion’) in the manner provided in this Clause.
Such Completion shall take place on a date set by the Purchaser (the
‘Completion Date’), which date shall not be later than 15
days from the fulfilment of all the Conditions Precedent to the
satisfaction of the Purchaser. Such Completion Date shall however
in no
event be later than January 31, 2008 unless extended upon mutual
agreement
between the Parties.
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4.2
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The
Completion shall take place at Economic Laws Practice, 0000, Xxxxxxx
Xxxxxx, Xxxxxxx Xxxxx, Xxxxxx – 400021 or such other place as may be
mutually agreed upon by the
Parties.
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4.3
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On
the Completion Date, the Seller shall deliver or cause to be delivered
to
the Purchaser:
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a)
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written
confirmation from the Seller that as at the Completion Date the
Representations and Warranties are true, accurate and complete and
that it
is not aware of any matter or thing which is in breach of or inconsistent
with any of the Representations and
Warranties;
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b)
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duly
signed share transfer forms and the original share certificates respecting
the Shares.
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4.4
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On
the Completion Date, a meeting of the Board shall be held at which,
the
Board shall pass resolutions approving the transfer of the Shares
held by
the Seller to the Purchaser, endorse share certificates in the name
of the
Purchaser and deliver the share certificates to the Purchaser and
record
such transfer in the register of members maintained by the Company
and
incorporate the name of the Purchaser as the legal and beneficial
owner of
the Shares in the register of members of the
Company.
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4.5
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On
the Completion Date the Purchaser shall pay to the Seller the Purchase
Price by way of telegraphic
transfer.
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4.6
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The
Parties to this Agreement agree to take all measures that may be
required
to ensure to the extent possible, that all the events contemplated
in
Clause 4 above on the Completion Date are completed on
the same day1.
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5. REPRESENTATIONS
AND WARRANTIES
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5.1
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True
and Accurate: The Seller represents, warrants and
undertakes to the Purchaser, that each of the statements set out
in this
Clause hereunder, as applicable to the Seller, is now and will be
true and
accurate at the Completion Date. The Seller acknowledges that the
Purchaser, in entering into this Agreement, is relying on such
representations, warranties and undertakings and shall be entitled
to
treat the same as conditions of the
Agreement.
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5.1.1
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Ownership
of Shares: The Seller is the sole recorded and beneficial owner of
Shares.
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5.1.2
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No
liens or Encumbrances: The Seller has good and marketable title to the
Shares, free and clear of all
Encumbrances.
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5.1.3
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Right
to transfer Shares: The Seller has full capacity, right, power and
authority to enter into this Agreement and to consummate the transactions
contemplated hereby and thereby to transfer and deliver the Shares
to the
Purchaser, in the manner provided in this Agreement, the Purchaser
will
receive good and marketable title to the Shares, free and clear of
all
Encumbrances.
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5.1.4
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No
liability: The Seller has no asserted or unasserted liability or Claim
whatsoever towards the Company.
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5.1.5
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Non-contravention:
The execution, delivery and performance of this Agreement, the
consummation by the Seller of the transactions contemplated hereby
and
thereby and compliance by the Seller with the provisions hereof or
thereof
do not and will not (a) subject to the conditions precedent set out
herein, require any filing by the Seller with, or the permit,
authorization, consent or approval of, any court, arbitrator or arbitral
tribunal, administrative agency or commission or other governmental
or
regulatory authority or agency (a “Governmental Entity”), (b) conflict
with or violate any order, writ, injunction, decree, statute, rule
or
regulation applicable to, binding upon or enforceable against the
Seller,
(c) constitute a breach of any duty owed by the Seller or any person
acting in a representative or fiduciary capacity with respect to
the
Seller, or (d) result in a violation or breach of, or constitute
(with or
without notice or lapse of time or both) a default under or give
rise to
any right of termination, amendment, cancellation or
acceleration.
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5.2
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Purchaser
Representation:The Purchaser hereby represents and warrants that it
has the corporate power and authority to execute, deliver and perform
this
Agreement and the transactions contemplated herein. The execution,
delivery and performance by the Purchaser of thus Agreement has been
duly
authorized and approved by its board of
directors.
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5.3
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Separate
and Independent: Each of the Representations and Warranties
shall be separate and independent and, save as expressly provided
to the
contrary, shall not be limited by reference to or inference from
any other
Representations and Warranty or any other term of this Agreement,
which is
not expressly referenced to the Representations and Warranty
concerned.
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5.4
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Undertaking: The
Seller shall not do, allow or procure any act or omission before
the
Completion Date which would respectively constitute a breach of any
of the
Representations and Warranties if they were given at the Completion
Date,
or which would make any of the Representations and Warranties inaccurate
or misleading if they were so
given.
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5.6
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Notification
of breach: The Seller hereby agrees to disclose promptly to
the Purchaser in writing immediately upon becoming aware of the same,
any
matter, event or circumstance (including any omission to act) which
may
arise or become known to it after the date of this Agreement which
would
render any of the Representations and Warranties to be
inaccurate.
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5.7
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Survival: The
Representations and Warranties provided in this Agreement shall survive
the Completion Date.
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6. INDEMNITY
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6.1
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Without
prejudice to any other right available to the Purchaser in law or
under
equity, the Seller shall indemnify, defend and hold harmless the
Purchaser, their Affiliates, directors, advisors, officers, employees
and
agents, from and against any and all liabilities, damages, demands,
Claims
(including third party Claims), actions, judgments or causes of action,
assessments, interest, fines, penalties, and other costs or expenses
(including, without limitation, amounts paid in settlement, court
costs
and all reasonable attorneys' fees and out of pocket expenses)
(“Losses”) directly based upon, arising out of, or in
relation to or otherwise in respect of
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i.
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any
inaccuracy in or any breach of any Representation and Warranty, covenant
or agreement of the Seller contained in this Agreement or any document
or
other papers delivered by Seller to the Purchaser in connection with
or
pursuant to this Agreement;
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ii.
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any
liability arising out of non compliance of any obligation undertaken
by
the Seller.
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6.2
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Any
compensation or indemnity as referred to in Clause 6.1 above shall
be such
as to place the Purchaser in the same position as it would have been
in,
had there not been any such breach and as if the Representation and
Warranty under which Purchaser is to be indemnified, had been
correct.
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7. NOTICES
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7.1
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Any
notice or other communication that may be given by one Party to the
other
shall always be in writing and shall be served either by (i) hand
delivery
duly acknowledged; or (ii) sent by registered post with acknowledgment
due; or (iii) by facsimile at the respective addresses set out herein
below or at such other address as may be subsequently intimated by
one
party to the other in writing as set out herein. If the notice is
sent by
facsimile, the said notice shall also be sent by registered post
acknowledgment due.
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The
Purchaser: Ram Xxxxxxx
Address: At
the address mentioned above
Tel: x0
000 000 0000
Facsimile: +
1 240 465 0273
The
Seller : Xxx Xxx
Xxxxx Xxx
Address: At
the address mentioned above
Tel:
+ 65 6334 6330
Facsimile: +
65 6334 7816
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7.2
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All
notices shall be deemed to have been validly given on (i) the business
date immediately after the date of transmission with confirmed answer
back, if transmitted by facsimile transmission, or (ii) the business
date
of receipt, if sent by courier or hand delivery; or (iii) the expiry
of
seven days after posting, if sent by registered
post.
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7.3
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Any
Party may, from time to time, change its address or representative
for
receipt of notices provided for in this Agreement by giving to the
other
Party not less than 10 days prior written
notice.
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8. TERM
This
Agreement shall come into effect and force and be binding on the Parties from
the date first written above and shall remain in full force unless terminated
in
accordance with the provisions of this Agreement.
9. CONFIDENTIALITY
The
Seller shall not disclose the terms, conditions, or contents of this Agreement
to any third party without the prior written consent of the Purchaser. The
Seller shall at all times keep strictly confidential all business and trade
secrets relating to the business activity of the Company, Purchaser, its direct
and indirect subsidiaries and affiliates, and shall not disclose such secrets
to
third parties, either directly or indirectly, nor cause, support, or conceal
such disclosure by third parties.
10. TERMINATION
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10.1
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Grounds
for Termination: Save and except the rights and obligations of the
Parties
that terminate as provided in the specific clauses in this Agreement,
this
Agreement shall continue in full force and effect until terminated
in
accordance with the provisions of this
Clause.
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10.2
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This
Agreement can be terminated at any time prior to the sale of the
Shares in
the manner set out in Clause 4 of this Agreement, by mutual written
agreement of the Parties.
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10.3
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This
Agreement shall stand terminated if the Completion does not take
place as
per Clause 4.1.
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10.4
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Effect
of Termination: Termination of this Agreement under Clauses 10.2
to 10.3
shall be without liability of any Party (or any shareholder, director,
officer, agent, employee, consultant or representative of such Party)
to
the other Party.
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10.5
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The
provisions of Clause 6 (Indemnity), 7 (Notices), and 9 (Confidentiality)
shall survive the termination hereof pursuant to Clause
10.1.
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11. MISCELLANEOUS
PROVISIONS
11.1 Reservation
of Rights
No
forbearance, indulgence or relaxation or inaction by any Party at any time
to
require performance of any of the provisions of this Agreement shall in any
way
affect, diminish or prejudice the right of such Party to require performance
of
that provision, and any waiver or acquiescence by any Party of any breach of
any
of the provisions of this Agreement shall not be construed as a waiver or
acquiescence of any continuing or succeeding breach of such provisions, a waiver
of any right under or arising out of this Agreement or acquiescence to or
recognition of rights other than that expressly stipulated in this
Agreement.
11.2 Cumulative
Rights
All
remedies of either Party under this Agreement whether provided herein or
conferred by statute, civil law, common law, custom or trade usage, are
cumulative and not alternative and may be enforced successively or
concurrently.
11.3 Partial
Invalidity
If
any
provision of this Agreement or the application thereof to any Person or
circumstance shall be invalid or unenforceable to any extent, the remainder
of
this Agreement and the application of such provision to persons or circumstances
other than those as to which it is held invalid or unenforceable shall not
be
affected thereby, and each provision of this Agreement shall be valid and
enforceable to the fullest extent permitted by law. Any invalid or unenforceable
provision of this Agreement shall be replaced with a provision, which is valid
and enforceable and most nearly reflects the original intent of the
unenforceable provision. Provided however, if said provision is fundamental
provision of this Agreement or forms part of the consideration or object of
this
Agreement, the provision of this Clause shall not apply.
11.4 Amendments
No
modification or amendment of this Agreement and no waiver of any of the terms
or
conditions hereof shall be valid or binding unless made in writing and duly
executed by all the Parties.
11.5 Assignment
This
Agreement and the rights and liabilities hereunder shall bind and inure to
the
benefit of the respective successors of the Parties hereto, but no Party shall
assign or transfer any of its rights and liabilities hereunder to any other
Person without the prior written consent of the other Party, which will not
be
unreasonably withheld. Notwithstanding anything stated above, the Purchaser
shall be entitled to assign its rights and obligations hereunder to any of
its
Affiliates or its holding company or ultimate parent company or their
Affiliates, without the consent of the Seller.
11.6 Entire
Agreement
This
Agreement constitutes the entire Agreement between the Parties with respect
to
the sale of the Shares and supersedes and cancels any prior oral or written
agreement, representation, understanding, arrangement, communication or
expression of intent relating to the subject matter of this
Agreement.
11.7 Relationship
None
of
the provisions of this Agreement shall be deemed to constitute a partnership
between the Parties hereto and no Party shall have any authority to bind the
other Party otherwise than under this Agreement or shall be deemed to be the
agent of the other in any way.
11.8 Governing
law
This
Agreement shall be governed and construed in accordance with the laws of India,
under the jurisdiction of the relevant competent courts in India , without
regard to the conflict of laws principles.
11.9 Service
of Process
The
Parties agree that any action or proceeding seeking to enforce any provision
of,
or based on any right arising out of this Agreement may be brought against
any
of the Parties in the courts of Mumbai, India and each of the Parties consent
to
the jurisdiction of such courts (and of the appropriate appellant courts) in
any
such action or proceeding and waives any objection to the venue laid therein.
Process in any action or proceeding referred to in the preceding sentence may
be
served on any party anywhere in the world.
11.10
Costs
Each
of
Seller and Purchaser shall pay its own expenses, including attorneys’ fees
incurred in connection with this Agreement, the transactions contemplated
hereby, the negotiations leading to this Agreement, and the preparations for
carrying this Agreement into effect. Any stamp duty or such
other charges which may be imposed arising from the transfer of the Shares
shall
be borne solely by the Purchaser.
11.11 Severance
Any
provision of this Agreement which is invalid or unenforceable shall be
ineffective to the extent of such invalidity or unenforceability, without
affecting in any way the validity, legality and enforceability of the remaining
provisions hereof. Should any provision of this Agreement be or become
ineffective for reasons beyond the control of the Parties, the Parties shall
use
reasonable efforts to agree upon a new provision, which shall as nearly as
possible have the same commercial effect as the inefficient
provision.
11.12 Public
announcements
Except
as
and to the extent required by Applicable Law, without the prior written consent
of the other Party, neither Party will, and each will direct its representatives
not to, make, directly or indirectly, any public comment, statement or
communication with respect to, or otherwise to disclose or to permit the
disclosure of the terms of this Agreement. The Purchaser however is required
by
the Securities and Exchange Commission (‘SEC’) laws in the
United States of America to disclose the terms of this Agreement, while filing
with the SEC, which may result into a press release or press exposure or
disclosure to the general public.
11.13 Execution
in Counterparts
This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original and all of which, taken together, shall constitute one and
the same instrument. A facsimile or copy of a signature is valid as an
original.
11.14 Authorisation
The
persons signing this Agreement on behalf of the Parties represent and covenant
that they have the authority to so sign and execute this document on behalf
of
the Parties for whom they are signing.
11.15 Time
of the essence
Any
date
or period mentioned in this Agreement may be extended by agreement between
the
Parties hereto, failing which, as regards any such date or period, time shall
be
the essence of the Agreement.
Execution
Page
Follows:
IN
WITNESS WHEREOF THE PARTIES HERETO HAVE SET AND SUBSCRIBED THEIR RESPECTIVE
HANDS TO THESE PRESENTS ON THE DAY, MONTH AND YEAR HEREIN
WRITTEN:
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SIGNED
AND DELIVERED
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)
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BY
THE WITHINNAMED " Purchaser "
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)
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BY
THE HAND OF MR. RAM XXXXXXX
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)
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(Authorised
Signatory)
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)
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ON
THE DAY OF SEPTEMBER
2007
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)
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IN
THE PRESENCE OF:
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)
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WITNESS:
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)
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NAME
AND ADDRESS:
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)
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SIGNED
AND DELIVERED
|
)
|
|
BY
THE WITHINNAMED "Seller"
|
)
|
|
BY
THE HAND OF XX. XXX XXX XXXXX XXX
|
)
|
|
(AUTHORISED
SIGNATORY) PURSUANT TO THE
|
)
|
|
RESOLUTION
PASSED BY THE BOARD
|
)
|
|
ON
THE DAY OF SEPTEMBER
2007
|
)
|
|
IN
THE PRESENCE OF:
|
)
|
|
WITNESS:
|
)
|
|
ADDRESS:
|
)
|
