Effective Date of the Transfer. All rights and obligations derived from -------------------------------- this Agreement and transfer of title to the shares subject matter of this Agreement shall be effective as of the execution date of this Agreement. Notwithstanding the above, this Agreement and its legal effects shall remain in force until any of the following conditions are met: a) That the Mexican Department of Commerce and Industrial Development, Registry of Foreign Investment denies to PENN OCTANE MEX its ruling request whereby it is confirmed that foreign investment may participate in its equity, taking into account its main corporate purpose as to the transportation of LP Gas by ducts; b) That the Registry of Foreign Investment from the Department of Commerce and Industrial Development denies, cancels or revokes registry of the investment made by BUYER in connection with the shares of PENN OCTANE MEX, which are the subject matter of this Agreement; c) That after the execution of this Agreement BUYER, in its exclusive discretion, resolves that transfer of the shares subject matter of this Agreement is not convenient to BUYER as a result of any inconsistency in the financial statements of PENN OCTANE MEX; d) That following execution of this Agreement and after the legal audit conducted to PENN OCTANE MEX is carried out BUYER, in its exclusive discretion, resolve that transfer of the shares subject matter of this Agreement is not convenient to BUYER as a result of any inconsistency in connection with the operation and management of PENN OCTANE MEX. If any of the above conditions is met all legal effects of this Agreement shall be deemed null and void in which case BUYER and SELLER shall return any consideration given in connection with this Agreement as if this Agreement had not been executed. SELLER and BUYER hereby agree that if after the legal audit conducted to PENN OCTANE MEX is carried out it is discovered that the outstanding paid-in capital and number of shares issued by PENN OCTANE MEX is higher than $50,000.00 National Currency (Fifty Thousand Pesos National Currency), represented by 50 shares, both parties shall cooperate and execute any further transfer of shares transactions as necessary to keep the proportion of 75% of outstanding shares in the name of PENN OCTANE CORPORATION and 25% of outstanding shares in the name of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇. In order to cancel this Agreement pursuant to the above, BUYER shall endorse back to SELLER all share certificates and SELLER shall reimburse BUYER the purchase price for the shares subject matter of this Agreement.
Appears in 1 contract
Effective Date of the Transfer. All rights and obligations derived from -------------------------------- this Agreement and transfer of title to the shares subject matter of this Agreement shall be effective as of the execution date of this Agreement. Notwithstanding the above, this Agreement and its legal effects shall remain in force until any of the following conditions are met:
a) That the Mexican Department of Commerce and Industrial Development, Registry of Foreign Investment denies to PENN OCTANE MEX its ruling request whereby it is confirmed that foreign investment may participate in its equity, taking into account its main corporate purpose as to the transportation of LP Gas by ducts;
b) That the Registry of Foreign Investment from the Department of Commerce and Industrial Development denies, cancels or revokes registry of the investment made by BUYER in connection with the shares of PENN OCTANE MEX, which are the subject matter of this Agreement;
c) That after the execution of this Agreement BUYER, in its exclusive discretion, resolves that transfer of the shares subject matter of this Agreement is not convenient to BUYER as a result of any inconsistency in the financial statements of PENN OCTANE MEX;
d) That following execution of this Agreement and after the legal audit conducted to PENN OCTANE MEX is carried out BUYER, in its exclusive discretion, resolve resolves that transfer of the shares subject matter of this Agreement is not convenient to BUYER as a result of any inconsistency in connection with the operation and management of PENN OCTANE MEX. If any of the above conditions is met all legal effects of this Agreement shall be deemed null and void in which case BUYER and SELLER shall return any consideration given in connection with this Agreement as if this Agreement had not been executed. SELLER and BUYER hereby agree that if after the legal audit conducted to PENN OCTANE MEX is carried out it is discovered that the outstanding paid-in capital and number of shares issued by PENN OCTANE MEX is higher than $50,000.00 National Currency (Fifty Thousand Pesos National Currency), represented by 50 shares, both parties shall cooperate and execute any further transfer of shares transactions as necessary to keep the proportion of 75% of outstanding shares in the name of PENN OCTANE CORPORATION and 25% of outstanding shares in the name of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇. In order to cancel this Agreement pursuant to the above, BUYER shall endorse back to SELLER all share certificates and SELLER shall reimburse BUYER the purchase price for the shares subject matter of this Agreement.
Appears in 1 contract