ContractPromissory Note • September 3rd, 2003 • Impco Technologies Inc • Motor vehicle parts & accessories
THIS NOTE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS (COLLECTIVELY, THE “SECURITIES LAWS”), AND HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS THE NOTE (A) IS REGISTERED UNDER THE SECURITIES LAWS OR (B) IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES LAWS AND THE COMPANY IS PROVIDED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AS TO FORM, CONTENT AND MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • September 3rd, 2003 • Impco Technologies Inc • Motor vehicle parts & accessories • Delaware
This NOTE PURCHASE AGREEMENT (the “Agreement”), dated to be effective as of the 15th day of April, 2003, is by and among IMPCO Technologies, Inc., a Delaware corporation (the “Company”), and each of the undersigned lenders (each a “Lender” and collectively the “Lenders”).
SCHEDULE V [LOGO OF IMPCO] JOINT COMPANY BUY-OUT AGREEMENT By, between and among IMPCO Technologies, Inc., IMPCO-BERU Technologies, BV and BERU AktiengesellschaftJoint Company Buy-Out Agreement • September 3rd, 2003 • Impco Technologies Inc • Motor vehicle parts & accessories • California
This Joint Company Buy-Out Agreement (“Agreement”) is made on the 27th day of January 1999, at Cerritos, California, by, between and among IMPCO Technologies, Inc., a Delaware Corporation having a place of business at 16804 Gridley Place, Cerritos California 90703 USA [hereinafter “IMPCO] and BERU Aktiengesellschaft, a corporation organized and existing under the laws of the Federal Republic of Germany, having and office at MorikestraBe 155, D-71636 Ludwigsburg, Federal Republic of Germany (hereinafter “BERU”) and IMPCO-BERU Technologies BV, a Dutch corporation, having a place of business at Van Gijnstraatt 10, 2288 GA Rijswijk, The Netherlands (hereinafter “Corporation”) with respect to all shares of the Corporation’s capital stock now or hereafter outstanding, for the purpose of protecting the Corporation and the Shareholders, as well as providing continuity for the Corporation’s business in the event of the occurrence of certain events discussed in this Agreement. The Shareholders t
