Exhibit 10.6
SHARE SUBSCRIPTION AGREEMENT
This SHARE SUBSCRIPTION AGREEMENT (the "AGREEMENT") is entered into as
of the 30th day of November 2000 by and between PRI Automation Inc., a
corporation duly organized and existing under the laws of the State of
Massachusetts, U.S.A., with its registered office at 000 Xxxxxxxxx Xxxxxxxx,
Xxxxxxxxx, XX 00000-0000 U.S.A., (the "SUBSCRIBER"), and Shinsung Eng Co., Ltd,
a corporation duly organized and existing under the laws of the Republic of
Korea ("Korea"), with its principal office at 8th Floor, Xxxx Xxxx Eng Building,
#327, Dangsan-dong, 6-ga, Yeongdeungpo-gu, Xxxxx 000-000, Xxxxx (the "COMPANY").
The parties hereto agree as follows:
ARTICLE I
DEFINITIONS
1.1 GENERAL. In this Agreement, the following capitalized terms shall have
the respective meanings set forth below:
AFFILIATE: Any entity that controls or is controlled by or under common
control with that party, as at the date hereof and from time to time
hereafter (but only for so long as such entity controls or is
controlled by or under common control with such party) with "CONTROL"
for such purpose meaning the possession, directly or indirectly, of
more than 50% of the voting rights in such entity, the holding of the
right, directly or indirectly, to appoint a majority of its board of
directors or the ability, directly or indirectly, to direct or
determine the decisions of the board members or management committee
through voting agreements with other investors.
APPROVALS: All consents, authorizations, orders, approvals and
acceptance of a report of any Governmental Authority that may be
appropriate or required for, or in connection with, the performance of
this Agreement and the consummation of the transactions contemplated by
this Agreement.
CLOSING: The consummation of the transactions as described in Article
III hereof.
CLOSING DATE: The date on which the Closing is completed as described
in Article 3.1 hereof.
ENCUMBRANCE: Any mortgage, lien, deed of trust, charge, restriction,
registered and unregistered pledge, option, claim, right of any third
party, easement, encroachment, right-of-way, or any other third-person
right to property.
GOVERNMENTAL AUTHORITY: The government of any country or any state,
province or political subdivision thereof; or any entity, body or
authority exercising executive,
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legislative, judicial, regulatory or administrative functions of or
pertaining to any of the foregoing.
LAW: Any law, statute, regulation, ordinance, rule, order, decree,
judgment, consent decree, settlement, agreement or governmental
requirement enacted, promulgated, entered into, or imposed by, any
Governmental Authority.
MATERIAL ADVERSE EFFECT: With respect to any concerned Person, a
material adverse change in the financial condition or financial results
of operations thereof or the occurrence of any event or combination of
events that is reasonably certain to result in a material adverse
change in the financial condition or financial results of operations
thereof, other than any change arising out of matters of a general
economic nature or matters affecting the industry in which such Person
is engaged generally.
ORDINARY COURSE OF BUSINESS: Such action of any Person that is
recurring, consistent with such Person's past practices, is taken in
the usual course of such Person's day-to-day operations and activities
in accordance with sound and prudent business practice, is included or
reflected in the existing business and/or operating plan of the Person,
is similar in nature and magnitude to actions customarily taken in the
ordinary course of day-to-day operations of other Persons engaged in
businesses similar to that of the concerned Person or otherwise is
consonant with the action that a reasonably prudent Person similarly
situated would take in the management of its affairs.
PERSON: An individual, a partnership, a limited liability company, a
joint venture, a corporation, a trust, an unincorporated organization
or Governmental Authority.
ARTICLE II
ISSUANCE AND ALLOCATION OF THE SUBJECT SHARES
2.1 ISSUANCE AND SUBSCRIPTION. Subject to the terms and conditions set
forth in this Agreement, at the Closing (as defined in Article 3.1),
the Company shall issue and sell to Subscriber, and Subscriber agrees
to subscribe for, the Subject Shares and the Subject Bond with Warrants
(as defined in Articles 2.2 and 2.3 hereof).
2.2 NUMBER OF SHARES. The total number of common shares to be subscribed
for by Subscriber under this Agreement shall be three million one
hundred nine thousand ninety one (3,109,091) common shares (the
"SUBJECT SHARES"). Prior to the Closing Date (as defined in Article
3.1), the Company shall have taken all necessary actions, including,
without limitation, approval of its board of directors, approval and
consent of the Korean stockholders of the Company (the "KOREAN
STOCKHOLDERS"), and the general meeting of shareholders of the Company,
to enable it to issue and transfer the Subject Shares to Subscriber. To
the extent permitted by its Articles of Incorporation, the Company
shall cause the Korean Stockholders to waive their preemptive rights
with respect to the Subject Shares.
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2.3 NUMBER OF WARRANTS. Pursuant to the terms of this Agreement, the
Company shall issue and the Subscriber shall subscribe for, and pay in
full, the bond with warrants under which a total number of 3,866,900
new common shares may be issued by the Company to the Subscriber upon
full exercise of the warrants, representing upon exercise of the
warrants and together with the Subject Shares on a fully diluted basis
nineteen and one-half percent (19.5%) of the then total issued and
outstanding capital stock of the Company (the "SUBJECT BOND WITH
WARRANTS"). Prior to the Closing Date (as defined in Article 3.1), the
Company shall have taken all necessary actions, including, without
limitation, approval of its board of directors, approval and consent of
the Korean Stockholders, and the general meeting of shareholders of the
Company, to enable it to issue and transfer the Subject Bond with
Warrants to Subscriber. To the extent permitted by its Articles of
Incorporation, the Company shall cause the Korean Stockholders to waive
their preemptive rights with respect to the Subject Bond with Warrants.
2.4 SUBSCRIPTION AMOUNT. The Subject Shares which shall be issued under
Article 2.2 shall be subscribed for, and paid in full, by Subscriber at
a price of four thousand four hundred Korean Won (KRW 4,400) per share
for a total price of thirteen billion six hundred eighty million four
hundred Korean Won (KRW 13,680,000,400) (the "SUBSCRIPTION AMOUNT").
2.5 BOND WITH WARRANT SUBSCRIPTION PRICE. The Subject Bond with Warrants
shall be issued and subscribed for, and paid in full, by Subscriber at
a price of ten million eight hundred fifty-five thousand U.S. dollars
(US$10,855,000) (the "BOND WITH WARRANT SUBSCRIPTION AMOUNT").
2.6 TERM OF WARRANT. The warrants under the Subject Bond with Warrants
shall be exercisable by the Subscriber within ten (10) years of the
issuance thereof at the exercise price of three thousand two hundred
Korean Won (KRW 3,200).
ARTICLE III
THE CLOSING
3.1 CLOSING DATE AND PLACE OF CLOSING. Subject to the condition that the
Company and Subscriber shall have obtained all necessary approvals from
the Korean governmental authorities in connection with the issuance of
the Subject Shares and the consummation of the transactions
contemplated hereunder, a closing (the "CLOSING") of the transaction
contemplated hereunder shall take place at the head office of the
Subscriber's attorney, Hwang Mok Park & Jin, at Daekyung Building, 9th
Floor, 120 Taepyung-ro, 2-ga, Xxxxx-xx, Xxxxx 000-000, Xxxxx on
December 15, 2000 or such other later date as the parties may otherwise
agree (the "CLOSING DATE").
3.2 CLOSING ACTIONS. At the Closing, the Company shall deliver to
Subscriber the stock certificates for all the Subject Shares and shall
register Subscriber in the Company's share register as the holder of
the Subject Shares issued and sold hereunder, and Subscriber shall pay,
by wire transfer, the Subscription Amount to a bank account designated,
in writing, by the Company.
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ARTICLE IV
PRE-CLOSING ACTIONS
4.1 During the period from the date of this Agreement through the Closing
Date, neither party shall take any action that will render any of its
representations or warranties contained in this Agreement untrue or
incomplete in any material respect as of the Closing Date. Without
limiting the generality of the foregoing, during said period:
4.1.1 ORDINARY COURSE. The Company shall conduct its business in the Ordinary
Course of Business, within the scope of the Commercial Code of Korea
and its Articles of Incorporation.
4.1.2 PRESENT CONTRACTS. The Company will duly comply with the provisions of
all its presently existing contracts and commitments.
4.1.3 NO CHANGE. Except as specifically agreed to in writing by Subscriber or
as provided in this Agreement, during the period from the date of this
Agreement through the Closing Date, the Company shall permit no
amendment to its Articles of Incorporation, and no change to its
capital stock by means of new issuance, reclassification, subdivision,
reorganization, or otherwise.
4.1.4 NO ISSUANCE OR TRANSFER OF SHARES, OPTIONS, OR COMMERCIAL BONDS Except
as specifically agreed to in writing by Subscriber, during the period
from the date of this Agreement through the Closing Date, Seller shall
(a) permit (i) no change in the number of shares of its capital stock
issued and outstanding; (ii) no creation of any option, warrant, or
other right to acquire shares of its capital stock or any other
security; and (b) not hereafter sell or transfer or permit an
Encumbrance on any Subject Share.
4.2 ACCESS AND ANSWERS. Prior to and during the Closing, Subscriber and its
representatives shall have continuing access to (and the continuing
right to examine) the books, properties, assets, and records of the
Company at reasonable times and without unduly preventing the Company
from its ability to conduct business in a reasonable manner. The
Company shall fully and promptly respond to any Subscriber questions
concerning the Company.
4.3 APPROVALS. Each Party shall use its best efforts to obtain, as soon as
practicable, all Approvals and each Party shall cooperate fully with
the other party in assisting them to obtain any such Approvals
4.4 SATISFACTION OF CONDITIONS PRECEDENT. In addition to complying with its
obligations set forth in this Article IV, each party shall make
diligent, good-faith efforts to satisfy the conditions precedent that
are set forth in Article V.
ARTICLE V
CONDITIONS PRECEDENT
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5.1 CONDITIONS PRECEDENT OF THE COMPANY AND SUBSCRIBER. The obligation of
the Company and Subscriber to proceed with the Closing shall be subject
to the fulfillment by the Closing Date of the conditions set forth in
this Article 5.1.
5.1.1 PERFORMANCE BY OTHER PARTIES. Each action, obligation, or undertaking
of the parties that is required, pursuant to Article IV (PRE-CLOSING
ACTIONS) and Article III (THE CLOSING), to be performed before or at
the Closing, shall have been performed in all respects or shall have
been waived in writing by the Company or Subscriber (provided such
party is the non-defaulting party).
5.1.2 NO PROCEEDING OR LITIGATION. There shall not, to the best knowledge of
the Company or to the best knowledge of Subscriber after due
investigation and inquiry, be pending before any Governmental Authority
of the U.S.A. or Korea any action, lawsuit, application, complaint,
filing, notice, or other proceeding of any kind by any Governmental
Authority or other third person that seeks to prevent, penalize, or
interfere with the signature or implementation of the transactions
contemplated by this Agreement.
5.1.3 CONTINUED VALIDITY OF REPRESENTATIONS AND WARRANTIES. Except if waived
in writing, the representations and warranties of the parties shall
have been complete, true, and correct in all material respects on the
date of this Agreement and shall continue to be complete, true, and
correct in all material respects as if made on the Closing Date.
5.1.4 GOVERNMENTAL APPROVALS. All Approvals shall have been obtained or made
unconditionally or subject to conditions that are mutually acceptable
to the parties, and all waiting periods under any applicable Law shall
have expired or terminated.
5.1.5 NO MATERIAL ADVERSE CHANGE IN THE COMPANY. There shall have been no
material adverse change in the business, operations, assets,
liabilities, results of operations, cash flows, or condition (financial
or otherwise) of the Company between December 31, 1999 and the Closing.
5.1.6 CORPORATE APPROVAL. The Company and Subscriber shall have obtained the
necessary corporate approvals for the transactions contemplated by this
Agreement, including approval by the board of directors and the general
meeting of shareholders of the Company and Subscriber.
5.1.7 SHAREHOLDERS' MEETINGS. The Company shall have taken all required
steps, notices and actions so that an extraordinary meeting of
shareholders of the Company may be held immediately following the
Closing for the purpose of electing Subscriber's nominees as members of
the board of directors of the Company.
ARTICLE VI
REPRESENTATIONS, WARRANTIES AND COVENANTS
BY THE COMPANY
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6.1 ORGANIZATION AND GOOD STANDING
6.1.1 The Company is a corporation duly organized, validly existing and is in
good standing under the laws of the Republic of Korea and has all
requisite corporate and other power and corporate authority to own,
lease and operate its properties and to carry on its operations as they
are now being conducted.
6.1.2 The Company is duly qualified to do business and in good standing in
each jurisdiction in which the property is owned, leased or operated by
the Company or the nature of the business conducted by the Company
makes such qualification necessary, except in any such jurisdiction
where the failure to be so duly qualified and in good standing has not
had or would not reasonably be expected to have a Material Adverse
Effect on the financial condition or operations of the Company. There
are no proceedings pending or, to the best knowledge of the Company,
threatened which would be likely to result in the revocation,
cancellation, suspension or modification of any such qualification.
6.1.3 The Company has previously made available to Subscriber complete and
correct copies of its Articles of Incorporation, minute books
(containing the records of meetings of the stockholders and the board
of directors), stock certificate books, and stock ledger books as
currently in effect and in the Company's possession.
6.1.4 The Company does not, directly or indirectly, own any capital stock or
other ownership interest in any corporation, partnership, joint venture
or other entity, except as previously disclosed to Subscriber. The
Company is not a party to any contract relating to the purchase of any
interest in, or the obligation to invest in any entity, except as
previously disclosed to Subscriber.
6.2 CORPORATE AUTHORITY
6.2.1 The Company has full corporate power and authority to execute and
deliver this Agreement and to consummate the transactions contemplated
thereby. The execution and delivery of this Agreement and the
consummation of the transactions contemplated thereby have been duly
and validly authorized by the Board of Directors of the Company, the
Company has obtained all necessary approvals from the general meeting
of shareholders for the issuance of the Shares, and no other corporate
proceedings on the part of the Company are necessary to authorize the
execution, delivery and performance of this Agreement or the
consummation of the transactions contemplated thereby.
6.2.2 When executed and delivered, this Agreement, the transactions
contemplated thereby, and the instruments to be executed and delivered
by the Company will constitute a valid and binding agreement of the
Company, enforceable against the Company in accordance with its terms.
6.2.3 Except as disclosed to Subscriber by the Company, the issuance of the
Subject Shares by the Company:
(a) will not violate (or, except as provided in this Agreement,
require any consent, approval, filing, registration, or notice
under) any Law applicable to the Company;
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(b) will not require any consent, approval, or notice under, or
conflict with the Company's Articles of Incorporation, or
result in the breach or termination of any contract, order,
judgment, or decree (including, but not limited to, any
contract with any Governmental Authority); will not constitute
a default under, or result in acceleration of the performance
of the obligations of the Company under any contract, order,
judgment, or decree; and will not result in the creation of an
Encumbrance upon any of the properties or assets of the
Company; and
(c) will not be subject to any future approvals of the
shareholders of the Company.
6.3 VALID ISSUANCE OF SECURITIES. Upon issuance of the Subject Shares to
Subscriber in return for the Subscription Amount, the Subject Shares
will be duly authorized, validly issued, fully paid and non-assessable.
Subject to the Articles of Incorporation of the Company, no Person,
including the Korean Stockholders, shall have any preemptive right with
respect to any of the Subject Shares that has not been waived.
6.4 GOVERNMENT APPROVALS. All required filings have been made with, and all
necessary permits, authorizations, consents and approvals have been
obtained by the Company from, all applicable ministries, governmental
or regulatory authorities, including relevant stock exchanges, whether
within or outside the Republic of Korea, in connection with the
formation of the Company and the issuance of the Subject Shares by the
Company to the Subscriber.
6.5 LISTING OF SUBJECT SHARES. The common shares of the Company are listed
on the Korea Stock Exchange and are freely tradable by any shareholder
of the common share(s) on the Korea Stock Exchange. Once the Closing is
duly completed in accordance with the terms and conditions of this
Agreement, the Subject Shares will be listed on the Korea Stock
Exchange and, subject to the one (1) year lock-up period from the date
of issuance by the Company to the Subscriber of the share certificates
for the Subject Shares (during which the Subscriber shall keep such
share certificates in the custody of the Korea Securities Depository
("KSD") and deposit such share certificates with the KSD as agreed
between the Company and the Subscriber, will be freely tradable by the
Subscriber on the Korea Stock Exchange. The Company will use its best
efforts to maintain the listing of the common shares on the Korea Stock
Exchange and, subject to such one (1) year lock-up period as described
above, the free tradability of the common shares on the Korea Stock
Exchange.
6.6 NO CONFLICT. None of the execution and delivery of this Agreement nor
the consummation by the Company of the transactions contemplated
thereby did or will:
(a) conflict with or result in any breach of any provision of the
Articles of Incorporation or bylaws of the Company;
(b) violate, conflict with or result in a default (or any event
that, with notice or lapse of time or both, would constitute a
default) under, or give rise to any right of termination,
cancellation or acceleration under, any of the terms
conditions or provisions of any material indenture, note,
mortgage, other evidence of
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indebtedness, guarantee, license, lease or other material
contract, instrument or obligation to which the Company or any
of its assets may be bound;
(c) result in the creation of any additional Encumbrance upon the
capital stock or the assets of the Company; or
(d) violate any order, injunction, decree, statute, rule or
regulation applicable to the Company.
ARTICLE VII
REPRESENTATIONS AND WARRANTIES
OF SUBSCRIBER
7.1 ORGANIZATION AND GOOD STANDING. Subscriber is a corporation that is
duly organized, validly existing and is in good standing under the Law
of its place of incorporation or establishment.
7.2. CORPORATE AUTHORITY
7.2.1 Subscriber has the requisite corporate power and authority to sign,
deliver, and perform this Agreement and the transactions contemplated
thereby. The signature, delivery, and performance by the Subscriber of
this Agreement has been duly authorized by all necessary corporate
action on the part of the Subscriber and does not contravene the
Article of Incorporation of the Subscriber.
7.2.2 This Agreement has been duly and validly signed and delivered by
Subscriber. Assuming due authorization, signature, and delivery by the
Seller, this Agreement constitutes a valid and binding obligation of
Subscriber, enforceable in accordance with its terms against
Subscriber.
7.3 NO APPROVAL, NOTICE, OR CONFLICT. The signature, delivery and
performance of this Agreement by the Subscriber: (a) will not violate
(or, except as provided in this Agreement, require any consent,
approval, filing, registration, or notice under), any Law applicable to
the Subscriber; and (b) will not require any additional consent,
approval or notice under the Subscriber's Articles of Incorporation, or
under any contract (including, but not limited to, any contract with
any Governmental Authority).
ARTICLE VIII
TERM AND TERMINATION
8.1 TERM. This Agreement shall be effective upon its execution by the
Company and Subscriber, and shall continue in full force and effect so
long as the Subscriber remains as a shareholder of the Company.
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8.2 TERMINATION. This Agreement may be terminated by written notice of
termination at any time before the Closing Date only as follows:
(a) MUTUAL CONSENT. By mutual consent of the Company and
Subscriber;
(b) DEFAULT. By the Company or Subscriber if the other shall have
(I) materially misstated any representation or been in
material breach of any warranty contained herein; or (ii) been
in material breach of any covenant, undertaking or restriction
contained herein and such misstatement or breach has not been
cured by the earlier of thirty (30) days after the giving of
written notice hereunder to such party of such misstatement or
breach or the Closing Date.
(c) GOVERNMENT APPROVAL. By the Company or Subscriber if the
governmental approvals have not been obtained within two (2)
months from the date of this Agreement.
8.3 CONSEQUENCES OF TERMINATION. In the event of termination and
abandonment hereof pursuant to the provisions of Article 8.2, this
Agreement shall become void and have no further force or effect,
without any liability on the part of any of the parties or their
directors, officers, shareholders in respect of this Agreement except
for the confidentiality obligations of the parties set forth in this
Agreement and any other provisions that are expressly stated to survive
any termination of this Agreement, except that nothing herein will
relieve any party from liability for any breach of this Agreement prior
to such termination.
ARTICLE IX
OTHER PROVISIONS
9.1 CONFIDENTIALITY. Unless otherwise agreed to by the parties, the Company
and Subscriber hereby undertake to keep absolutely confidential all
information which it may obtain in connection with this Agreement
relating to the other that is not a matter of public record or shall be
subject to disclosure by virtue of law, including, by way of example,
information relating to corporate and business organization, financial
structure and conditions, internal policies concerning employment and
industrial relations in general. It being understood that each party
shall hold the other harmless form any damages such other party may
incur as a consequence of the first party having disclosed to third
parties unauthorized information relating to such other party.
9.2 ENTIRE AGREEMENT. This Agreement constitutes the entire understanding
and agreement among the parties hereto with respect to the matters
herein described and supersedes any and all prior or contemporaneous,
oral or written, representations, communications, understandings and
agreements among the parties with respect to the subject matter hereof.
9.3 MODIFICATIONS. This Agreement shall not be modified, amended, canceled
or altered in any way, and may not be modified by custom, usage of
trade or course of dealing, except by an instrument in writing signed
by all parties. All amendments or modifications of this Agreement shall
be binding upon the parties despite any lack of consideration so long
as the
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same shall be in writing and executed by the parties.
9.4 WAIVER. Performance of any obligation required of a party hereunder may
be waived only by a written waiver signed by the other party, which
waiver shall be effective only with respect to the specific obligation
described. The waiver by each party of a breach of any provision of
this Agreement by any of the other parties shall not operate or be
construed as a waiver of any subsequent breach of the same provision or
another provision of this Agreement.
9.5 SEVERABILITY. If any provision hereof is found invalid or unenforceable
pursuant to any executive, legislative, judicial or other decree or
decision rendered by any Governmental Authority, the remainder of this
Agreement shall remain valid and enforceable according to its terms,
unless either party deems the invalid or unenforceable provisions to be
essential to this Agreement, in which case either party may terminate
this Agreement, effective immediately, upon written notice to the other
party.
9.6 GOVERNING LAW. This Agreement and all disputes arising out of or in
connection with this Agreement shall be governed by, interpreted under,
and construed and enforceable in accordance with, the laws of the
Republic of Korea.
9.7 DISPUTE RESOLUTION. In the event of any dispute, controversy, claim or
disagreement arising under, from or relating to this Agreement or the
breach thereof (a "DISPUTE"), the parties shall use their best efforts
to settle the Dispute. To this effect, they shall consult and negotiate
with each other in good faith and attempt to reach a just and equitable
solution satisfactory to each of them. If they do not reach such a
solution within a period of sixty (60) days after either party provides
notice to the other party requiring such discussions to commence, the
Dispute shall be finally settled by an arbitration in Seoul, Korea by
three (3) arbitrators in accordance with the ICC Rules for
International Arbitration then in effect.
Any award of any arbitration conducted pursuant to this Agreement shall
be final and binding on the parties involved in respect of the matters
to which the award relates. To the fullest extent permitted by law, the
parties to this Agreement irrevocably and unconditionally waive the
right to appeal to any court with respect to such award, or to apply to
any court with respect to any question of law which arises during the
course of any such arbitration. Judgment on any such award may be
entered in any court of competent jurisdiction. Any arbitration
proceedings initiated or conducted pursuant to the terms of this
Article 10.6 shall be in the English language.
9.8 ASSIGNMENT. Neither party may assign this Agreement or any of the
rights or obligations hereunder to any third party without the prior
written consent of the other party.
9.9 NO THIRD PARTY BENEFITS. This Agreement shall be binding upon, and
inure to the benefit of each of the parties and their respective
successors and permitted assigns. Nothing contained in this Agreement,
express or implied, shall be deemed to confer any right or remedy upon,
or obligate any party to, any person or entity other than the parties.
9.10 FORCE MAJEURE. The failure or delay of either party to perform any
obligation under this Agreement solely by reason of acts of God, acts
of civil or military authority, civil
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disturbance, war, strikes or other labor disputes or disturbances,
fire, laws, regulations, acts or order of any Governmental Authority or
official thereto, other catastrophes, or any other circumstance beyond
its reasonable control ("FORCE MAJEURE") shall not be deemed to be a
breach of this Agreement so long as the party so prevented from
complying with this Agreement shall not have contributed to such Force
Majeure, shall have used its best efforts to avoid such Force Majeure
or to ameliorate its effects, and shall continue to take all actions
within its power to comply as fully as possible with the terms of this
Agreement. In the event of any such default or breach, performance of
the obligations shall be deferred until the Force Majeure ceases.
9.11 NOTICES. All notices, demands, requests, consents or other
communications hereunder shall be in writing and shall be deemed
sufficiently given if personally delivered, in which case such notice
shall be deemed given upon delivery, or sent by facsimile, in which
case such notice shall be deemed given upon acknowledgement of
transmission, to the parties at the following addresses, or to such
other address as may be designated by written notice given by either
party:
TO PRI AUTOMATION INC.:
Attn: Xx. Xxxxxx X. Xxxxx, Director
Address: 000 Xxxxxxxxx Xxxxxxxx
Xxxxxxxxx, XX 00000
Telephone: 0-000-000-0000
Facsimile: 0-000-000-0000
TO SHINSUNG ENG CO., LTD:
Attn: Mr. Sang Xxxxx Xxx, Manager
Address: 000-0, Xxxxx-xxxx, Xxxxx-xx, Xxxxxxx-xx,
Xxxxx
Telephone: 00-0-0000-0000
Facsimile: 00-0-000-0000
9.12 COMPLIANCE WITH LAW. The parties shall at all times act to assure that
the Company and Subscriber shall comply with the applicable laws and
regulations of the Republic of Korea, the United States, and any other
applicable Governmental Authority.
9.13 COUNTERPARTS. This Agreement may be executed in one (1) or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
9.14 CAPTIONS. The Article headings and captions contained herein are for
purposes of reference and convenience only and shall not in any way
affect the meaning or interpretation of this Agreement.
9.15 LANGUAGE. The parties agree that the English language shall be the only
language used for the interpretation of this Agreement.
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9.16 FURTHER ASSURANCES. From time to time after the Closing, at the request
of either party hereto and at the expense of the party so requesting,
each of the parties hereto shall execute and deliver to such requesting
party such documents and take such other action as such requesting
party may reasonably request in order to consummate more effectively
the transactions contemplated hereby.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first written above.
PRI AUTOMATION INC. SHINSUNG ENG CO., LTD.
By: /s/ XXXXXXXX X. XXXXX By: /s/ X.X. XXX
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Name: Xxxxxxxx X. Xxxxx Name: Wan Xxxx Xxx
Title: President and CEO Title: President
