Exhibit 10.78
SHAREHOLDERS AND OPTION AGREEMENT
DATED
16 OCTOBER, 2000
Light Power Telecommunications Limited
and
DPBB (Thailand) Limited
and
PKNS (Thailand) Limited
------------------------
in respect of
PKNS (Thailand) Limited
------------------------
THIS SHAREHOLDERS AND OPTION AGREEMENT (this "Agreement") is made the 16th day
of October, 2000:
BETWEEN:
A. Light Power Telecommunications Limited, a company incorporated in Mauritius
whose registered office is at Les Cascades Building, ▇▇▇▇▇ ▇▇▇▇▇▇ Street,
Port Louis, Mauritius ("Light Power");
B. DPBB (Thailand) Limited, a company incorporated in Thailand whose
registered office is at 22nd-25th Floor, 990 Rama IV Road, Silom, Bangrak,
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ("DPBB"); and
C. PKNS (Thailand) Limited, a company incorporated in Thailand whose
registered office is at 22nd-25th Floor, 990 Rama IV Road, Silom, Bangrak,
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the "Company").
(Each of the aforesaid shall be referred to as "Party" and collectively
as "Parties")
WHEREAS:
A. The Company has been incorporated with the main object of investing in
Thai companies that carry out activities relating to the telecommunications
sector.
B. On or before the Effective Date, the registered share capital of the
Company will be one million Baht (Baht 1,000,000) divided into 49,000
ordinary shares of par value Baht 10 each (the ""A" Shares") and 51,000
preference shares of par value Baht 10 each (the "B" Shares").
C. On or before the Effective Date, Light Power will hold all of the "A"
Shares, being 49% of the share capital of the Company and DPBB will hold
all of the "B" Shares (other than 5 "B" Shares which will be held by the
persons named in the register of members of the Company), being the balance
of 51% of the share capital of the Company.
D. The Parties have entered into this Agreement to confirm their understanding
regarding the regulation of the affairs and management of the Company, and
the relationship between its shareholders, and to provide for Light Power's
option to acquire an additional interest in the Company.
NOW THEREFORE, in consideration of the mutual covenants and obligations herein
contained, the Parties hereby agree as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
In this Agreement, the following words and expressions shall, except where
the context otherwise requires, have the following meanings:
""A" Shares" means ordinary shares of par value Baht 10 each in the capital
of the Company, giving the voting and other rights set forth in the
Articles;
"Affiliate" when used with reference to any corporate entity shall mean
another company controlled by, controlling or under common control with
that entity. For the purposes of this definition, "control" means either
(i) the ownership (directly or indirectly) of more than twenty percent
(20%) of the voting shares or comparable interests in such entity or other
company, as the case may be; or (ii) the right to elect the majority of the
directors of such entity or other company, as the case may be.
"AGM" means an annual general meeting of the Company;
"Alternate Director" is defined in Clause 6.6;
"Articles" means the Articles of Association of the Company from time to
time;
""B" Shares" means preference shares of par value Baht 10 each in the
capital of the Company, giving the voting and other rights set forth in the
Articles;
"Board" means the board of directors of the Company;
"Business" means the business of the Company, being investments relating to
the telecommunications sector in Thailand and matters incidental thereto;
"Business Day" means a day on which scheduled banks are open for business
in Thailand;
"Chairman" is defined in Clause 6.4;
"Director" means a director of the Company from time to time and includes
an Alternate Director;
"DPBB Shares" means all the Shares to be held by DPBB from time to time;
"Effective Date" means the date on which completion occurs under the Share
Purchase Agreement;
"EGM" means an extraordinary general meeting of the Company;
"Equity Contribution" is defined in Clause 3.2;
"Event of Default" is defined in Clause 8.2(a);
"Light Power Advance" means any sum advanced by Light Power to DPBB to
enable DPBB to subscribe for "B" Shares, and includes any advance made
prior to the Effective Date;
"Light Power Loan" means the aggregate of all Light Power Advances from
time to time;
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"Light Power Shares" means the "A" Shares to be held by Light Power,
constituting 49% of the registered share capital of the Company on or
before the Effective Date, and includes any further Shares issued or
Transferred to Light Power from time to time;
"Offeror" is defined in Clause 4.3(a);
"Offeree" is defined in Clause 4.3(a);
"Person" shall mean any natural person, limited or unlimited liability
company, corporation, general partnership, limited partnership,
governmental, regulatory or legal body or any other entity, business
organisation or authority;
"Pledge" means the pledge dated the date of this Agreement providing for
the pledge by DPBB to Light Power of all the DPBB Shares;
"Sectoral Cap" shall mean the maximum prescribed limits of foreign
investment imposed by the Government of Thailand from time to time in the
sector(s) in which the Company is carrying on business;
"Share" or "Shares" means, as applicable, "A" Share(s) and/or "B" Share(s);
"Shareholder" means a holder of Shares in the Company;
"Share Purchase Agreement" means the Share Purchase Agreement of even date
between i-Mobile Holdings Co. Limited, Tawan Telecom Co., Ltd, Telecom
Connections Limited, JB Power International Group Limited and others
providing for the purchase by i-Mobile Holdings Co. Limited of 975,000
shares in the capital of Tawan Mobile Telecom Co., Limited;
"Termination Notice" is defined in Clause 8.2;
"Transfer" means to transfer, sell, grant an option or warrant, assign,
pledge, hypothecate, create a security interest in or lien on, place
in trust (voting or otherwise), transfer by operation of law or in any
other way subject to any encumbrance or dispose of, whether or not
voluntarily. "Transferred" shall be construed accordingly;
"Transfer Notice" is defined in Clause 4.3; and
"Transfer Price" means the price specified in Clause 4.4.
1.2 Interpretation
In this Agreement, unless the context otherwise requires:
(a) words denoting the singular number shall include the plural and vice
versa;
(b) words denoting a person shall include an individual, corporation,
company, partnership, trust or other entity;
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(c) headings and bold typeface are only for convenience and shall be
ignored for the purposes of interpretation;
(d) references to the word "include" or "including" shall be construed
without limitation;
(e) references to this Agreement or to any other agreement, deed or other
instrument shall be construed as a reference to such agreement, deed
or other instrument as the same may from time to time be amended,
varied, supplemented or noted;
(f) reference to any party to this Agreement or any other agreement or
deed or other instrument shall include its successors or permitted
assigns;
(g) a reference to an article, clause, paragraph or schedule is, unless
indicated to the contrary, a reference to an article, clause,
paragraph or schedule of this Agreement;
(h) the schedule to this Agreement forms an integral part of this
Agreement.
2. CONDITIONS PRECEDENT
This Agreement shall come into effect on the Effective Date but is
conditional upon receipt of certified true copies of all and any
resolutions authorising each Party respectively to enter into this
Agreement and sign and do all necessary acts incidental thereto.
3. SHARE CAPITAL OF THE COMPANY
3.1 Issued Share Capital
On or before the Effective Date the registered share capital of the Company
shall be held in the proportion of 49% by Light Power (represented by "A"
Shares) and 51% by DPBB (represented by "B" Shares) (less 5 "B" Shares
which are held by the persons named in the register of members of the
Company from time to time).
3.2 Additional Capital Contributions
The Board may from time to time call for and issue additional capital
contributions for funding the Business or the operations or growth of the
Company. Any such call shall not be in breach of the Sectoral Caps. Such
additional capital shall be provided by way of shareholder loans or
subscriptions for additional shares ("Equity Contributions") or any other
manner which the Board determines to be appropriate. If the Board calls for
additional capital by way of Equity Contributions, the Parties shall
subscribe for Shares in proportion to their respective shareholding in the
Company and to maintain the shareholding pattern referred to in Clause 3.3.
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3.3 Shareholding Pattern
Unless otherwise agreed between the Parties, they shall maintain a ratio
in the registered share capital of the Company of 49:51 between Light Power
and DPBB respectively.
3.4 Light Power Advances
If the Board makes a call for Equity Contributions, Light Power shall make
an advance to DPBB of the sum required for DPBB to subscribe for additional
"B" Shares and to maintain the shareholding pattern referred to in Clause
3.3. DPBB shall sign a receipt evidencing such advance and deliver such
document to Light Power for record.
On or before the Effective Date, Light Power has made Light Power Advances
in an aggregate amount of Baht 127,500.
3.5 Terms of Light Power Loan
(a) The Light Power Loan shall be interest-free and shall be repaid in
the manner described in Clause 4.4.
(b) Light Power shall keep a record of all Light Power Advances made under
this Agreement (and accordingly the principal amount of the Light
Power Loan). In the absence of manifest error, Light Power's records
shall be conclusive and binding. Light Power shall send DPBB an
updated copy of such records on each occasion that a Light Power
Advance is made and at any other time that DPBB shall request. DPBB
shall sign such copy to acknowledge the receipt of the Advances and in
acknowledgement of the accuracy of the records and deliver the same to
Light Power as soon as practicable.
3.6 Pledge
On the date hereof, DPBB shall duly execute the Pledge and all other
ancillary documents requested by Light Power as security for the Light
Power Loans.
4. TRANSFERS OF SHARES IN THE COMPANY
4.1 Restrictions on Transfer
Except as otherwise provided in this Agreement, or as otherwise agreed
between the Parties;
(a) any Transfer of Shares shall be subject to the provisions of this
Clause 4.
(b) no Transfer of any Shares shall be made which would result in any
breach of the Sectoral Cap.
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4.2 Put Option and Call Options
(a) DPBB shall have the right to require Light Power to purchase the DPBB
Shares in accordance with the procedure laid down in Clause 4.3 at the
Transfer Price specified in Clause 4.4.
(b) Light Power shall have the right at any time to purchase the DPBB
Shares in accordance with the procedure laid down in Clause 4.3 at the
Transfer Price specified in Clause 4.4.
(c) Light Power may designate a third party as purchaser of the DPBB
Shares which, to the extent required by the Sectoral Cap, shall be a
Thai Person.
4.3 Transfer Procedure
(a) The exercise of any option specified in Sections 4.2, shall be by a
written notice ("Transfer Notice") from the party exercising such
option ("Offeror") to the other Party ("Offeree"). The effective
date of exercise of the relevant option shall be the date of the
Transfer Notice. Any sale or acquisition pursuant to a Transfer Notice
shall be completed within the periods stipulated by Clause 4.3(c) or
such other extended time which may be required to comply with
applicable laws (including the obtaining of requisite approvals).
(b) Any notice given by Light Power (or response to any notice from DPBB)
shall stipulate the name of any third party designated to purchase or
take a transfer of the DPBB Shares in question.
(c) Any Transfer of the Shares shall, subject to any agreement between the
Parties to the contrary and Clause 4.3(a), be completed within a
period of 14 days from the Transfer Notice in question.
(d) If, in relation to the DPBB Shares, the Offeree fails to comply with
the provisions of this Clause 4 within the specified time limits, the
Offeree shall be deemed to have irrevocably appointed the Company as
its attorney to deal with the matter in accordance with the directions
of the Offeror. The Offeree hereby agrees to abide by the directions
of the Offeror and undertakes to do or procure all necessary things
and execute all necessary forms, documents and agreements to implement
such directions.
4.4 Transfer Price
The Transfer Price on any Transfer of the DPBB Shares pursuant to this
Agreement shall be the cost incurred by DPBB in acquiring the DPBB Shares
to be Transferred pursuant to the Transfer Notice. The Transfer Price for
the DPBB Shares shall be paid by the cancellation of that part of DPBB's
indebtedness under the Light Power Loans which was incurred for the
acquisition of the DPBB Shares to be Transferred.
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4.5 Repayment of Loans etc.
Upon a Transfer of all the Shares held by DPBB in accordance with the terms
of this Agreement:
(a) DPBB shall repay all loans, loan capital, borrowing and indebtedness
in the nature of borrowing owed by it to the Company (together with
any accrued interest);
(b) the Company shall repay all loans, loan capital, borrowing and
indebtedness in the nature of borrowing outstanding to the Company
from DPBB (together with any accrued interest) ("Indebtedness"), to
the extent that any such Indebtedness is not transferred to any
purchaser or transferee of Shares in question. The Company may set off
any Indebtedness owed by it to DPBB against any amounts owed to it by
DPBB at the time of Transfer.
4.6 Other Transfers
(a) DPBB may not Transfer any of the DPBB Shares, other than pursuant to
Clause 4.2 or the Pledge.
(b) Light Power may Transfer any of the Light Power Shares to any person,
provided that prior to any such Transfer:
(i) Light Power shall provide written notice of such Transfer to
DPBB (with a copy to the Company), such notice to specify the
name of the to whom the Light Power Shares are to be transferred;
and
(ii) the purchaser shall have unconditionally undertaken to be bound
by the terms of this Agreement and shall have executed a deed of
adherence to the terms of this Agreement (including the
assumption of obligation to make a proportionate amount of Light
Power Advances).
If Light Power Transfers any of the Light Power Shares as provided above,
it may in its discretion, simultaneously transfer to the purchaser (a) the
right to receive repayment of a proportionate part of the Light Power Loan;
and (b) a proportionate part of the rights and obligations in respect of
the put and call options granted under Clause 4.2 (to the extent such
rights and obligations remain outstanding at the time of Transfer).
Each Party agrees to take all action reasonably necessary to be taken on
its part to effect the Transfer by Light Power of its Shares and its rights
and obligations under this Agreement as provided above.
4.7 Stamp Duty
Save as provided in Clause 8.3, Light Power or its designated person shall
be liable to bear and pay the stamp duty for the transfer/purchase of the
DPBB Shares.
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5. SHAREHOLDER MATTERS
5.1 Meetings of Shareholders
(a) An AGM of the Company shall be held each calendar year, provided that
not more than fifteen months shall have elapsed between one AGM and
the next. Any meeting of the Shareholders other than an AGM shall be
an EGM. The requirements for notices of AGMs or EGMs are contained in
the Articles.
(b) The quorum for an AGM or EGM shall be at least two (2) Shareholders
present in person or by proxy representing at least 49% of the total
Shares of the Company provided that Light Power or its proxy is
present in such meeting. If a proposed AGM or EGM is not validly
constituted as required by this sub-clause, or if a quorum is not
maintained throughout such meeting, the meeting shall be adjourned to
a subsequent day which shall be no later than seven (7) days after the
previous adjourned meeting. In the event that no quorum is present at
the adjourned meeting, the Shareholder(s) present shall constitute a
quorum and proceed with the meeting.
(c) The Chairman shall be chairman of each AGM or EGM. If the Chairman is
not present, the Shareholders present may elect any other Director
present as the chairman of the said AGM or EGM. The chairman of the
AGM or EGM shall not have a casting vote.
(d) All resolutions shall, unless otherwise required by Thai laws, be
passed by 60% of the total votes represented by the Shares of all the
Shareholders present and voting at the AGM or EGM, as the case may be.
6. BOARD OF DIRECTORS.
6.1 Constitution of the Board
(a) The Board shall consist of two Directors. The Board shall have the
overall responsibility for management at the Company and may appoint
and delegate such day to day functions to the Chairman, the Managing
Director, or other executive officers of a committee, as it deems fit.
(b) The appointment or removal of any Director shall be subject to
majority approval of the Board.
6.2 Meetings of the Board
(a) Any meeting of the Board shall be held in accordance with the
Articles. The Chairman shall, at the request of any Director, convene
a Board meeting by giving at least fourteen (14) Business Days' prior
written notice of the meeting (or such shorter period as a majority of
the Directors may agree) specifying the place, date and time thereof
to the other Directors together with the agenda and details pertaining
to the meeting including the nature of the business to be transacted.
Notice of the Board meetings shall be given to each Director at the
address of the Director provided to the Company for this purpose. The
meetings of the Board shall be held in Thailand or any other place as
the Board shall decide.
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(b) The quorum for any Board meeting shall be two Directors. If the quorum
is not present throughout the meeting, then the meeting may be
adjourned to a Business Day not less than seven (7) days from the date
of the original meeting, on the same day of the week, time and place,
unless otherwise notified.
(c) All decisions of the Board shall be taken by a unanimous vote of the
Directors present or represented and voting at a Board meeting.
6.3 Resolutions by circulation or by telephone
Resolutions of the Board may be passed by circulation, if the resolution
has been circulated in draft, together with necessary papers, if any, to
all the Directors, and has been approved and signed by all Directors.
Any Director shall be entitled to participate in a Board meeting by
telephone or teleconference (provided that such Director can hear, and be
heard by, the other Directors). A Director participating in such manner
shall be count towards the quorum of the relevant Board meeting.
6.4 Chairman
The Chairman shall be appointed by the Board. The Chairman shall chair each
Board meeting. The Chairman shall not have a casting vote.
6.5 Managing Director/Manager/Committees
The Board shall have the power to nominate any Managing Director and other
executive officers of the Company, or any committee of the Board, who shall
each have such powers as may be decided by the Board from time to time.
6.6 Alternate Director
Any Director (an "Original Director") may appoint an another Director (an
"Alternate Director") to attend and vote at Board meetings for and in place
of the Original Director. The Original Director shall notify the Company in
writing of the appointment of any Alternate Director, and the revocation of
such appointment.
7. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
7.1 General
Each of the Parties severally represents and warrants to the others that as
of the date hereof and as of the Effective Date that:
(a) it has full power and authority to enter into this Agreement and to
perform its obligations under this Agreement;
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(b) the execution and delivery of this Agreement by it and the performance
by such Party of its obligations under this Agreement have been duly
and validly authorized by all necessary corporate action on the part
of such Party;
(c) this Agreement constitutes a legal, valid, and binding obligation of
that Party and is enforceable against such Party in accordance with
its terms;
(d) the Party is not precluded by the terms of any contract, agreement or
other instrument by which it is bound from entering into this
Agreement, and the documents and agreements provided for, under this
Agreement or the consummation by such Party of the transactions
contemplated under this Agreement.
7.2 Corporate Status
Save as disclosed, each of the Parties severally represents and warrants to
the other Party that, as of the date hereof and as of the Effective Date:
(a) it is duly incorporated and organized and validly existing under the
laws of the country of its incorporation; and
(b) the execution, delivery and performance by it of this Agreement and
the compliance by it with the terms and provisions hereof and thereof,
will not violate its certificate of incorporation or memorandum or
articles of association.
8. TERM AND TERMINATION
8.1 Term
This Agreement shall become effective in accordance with Clause 2.1 and
shall remain in full force and effect:
(a) until terminated by mutual consent of the Parties; or
(b) until Light Power or DPBB cease to be Shareholders of the Company
(except by reason of any Transfer by Light Power to a purchaser as
provided in Clause 4.6).
8.2 Termination
(a) Each of the following events shall constitute an Event of Default by a
Party:
(i) that Party breaches or fails to perform any material term,
covenant, agreement or undertaking contained in this Agreement
and such breach or failure, if capable of remedy, is not remedied
within thirty (30) days after written notice of such breach or
failure is received from the other Party; or
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(ii) any representation or warranty made by that Party in this
Agreement is found to be false, inaccurate or misleading in any
material respect; or
(iii) that Party is adjudicated or declared bankrupt or insolvent,
proposes or makes any arrangement or composition with, or any
assignment for the benefit of its creditors or if an
administrator or receiver is appointed over any part of the
assets of undertaking of such Party.
(b) Upon the occurrence of an Event of Default, the Party not in default
shall be entitled to give notice (a "Default Notice") on the other
Party and the obligations of Light Power under Clauses 3.3 and 3.4
shall be deemed to have been terminated with effect from the date of
the Default Notice.
8.3 Consequences of Termination
If the Company suffers any expenses, liabilities or losses as a result of
an Event of Default, the defaulting Party shall indemnify the Company for
all such expenses, liabilities or losses. The defaulting Party shall also
bear all costs and expenses relating to the sale or acquisition of its
Shares pursuant to such Event of Default, including registration, transfer
and stamp duties.
9. COVENANTS
The Parties agree, covenant and undertake with each other:
(a) not to exercise or fail to exercise any of its voting or other rights
in the Company available either under this Agreement or by law, in a
manner which may have an adverse effect on the business and operations
of the Company or the interests of the other Party;
(b) not to exercise or fail to exercise any of its voting or other rights
in the Company available either under this Agreement or by law, in a
manner which may be inconsistent with the terms of this Agreement.
10. SURVIVAL OF PROVISIONS
10.1 Survival of Representations and Warranties
The representations and warranties respectively made by the Parties in this
Agreement will survive the Effective Date, and will remain in full force
and effect until the termination of this Agreement.
10.2 Survival on Termination
The provisions of Clauses 4, 8.3, 11, 12, and 13 shall survive termination
of this Agreement.
11. CONFIDENTIALITY
(a) Each Party shall;
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(i) refrain, and will cause its Affiliates and any respective
officers, directors, employees, agents, consultants, advisers,
and other representatives to refrain, from disclosing to any
other Person any confidential documents or confidential
information concerning the other Party hereto furnished to it in
connection with this Agreement or the transactions contemplated
hereby, and
(ii) will refrain, and will cause its Affiliates and its or their
respective officers, directors, employees, agents, and other
representatives to refrain, from disclosing to any Person any
confidential documents or confidential information concerning the
Company unless:
(A) such disclosure is compelled by judicial or administrative
process or by other requirements of law and notice of such
disclosure is furnished to such other Party; or
(B) such confidential documents or information can be shown to
have been;
(i) known by the Party hereto previous to it receiving such
documents or information;
(ii) in the public domain through no fault of such receiving
Party; or
(iii) later acquired by such receiving party from other
public sources.
(b) Each Party shall use its reasonable endeavors to ensure observance of
the obligation of confidentiality under this Agreement by all its
officers, advisors, employees, servants and agents who have access to
the confidential information in the course of their duties. Each Party
agrees and undertakes to be responsible to the other Parties, in the
event of the breach of the obligation of confidentiality under this
Agreement by any of its officers, advisors, employees, servants or
agents.
12. DISPUTE RESOLUTION
12.1 Consultation
In the case of any dispute arising out of or in connection with this
Agreement or its performance, including any question regarding its
existence, validity or termination (a "Dispute"), the Parties shall first
endeavor to reach an amicable settlement through mutual consultations and
negotiations. If the Parties are unable to reach an amicable settlement
within 30 days from the date on which the dispute arose (except as to any
matter for which express provisions are made in this Agreement), any Party
may submit the Dispute to the courts of Thailand for resolution.
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12.2 Referral to courts
If a Dispute cannot be settled under the provisions of Clause 12.1 it shall
be referred to the Thai courts for resolution. Each Party agrees to the
jurisdiction of the Thai courts to hear and determine any Dispute.
13. NOTICES
(a) All notices or other communication to be given under this Agreement
shall be in writing and shall either be personally delivered or sent
by registered post, courier, telex or facsimile transmission and shall
be addressed for the attention of the persons addressed below:
If to Light Power:
Address: Les Cascades Building,
▇▇▇▇▇ ▇▇▇▇▇▇ Street, Port Louis,
Mauritius
With a copy to:
Address: ▇▇▇▇▇▇▇▇▇ Telecommunciations International Limited
18/F1, Two Harbourfront
▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇
Fax: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
Attention: Group Managing Director
And
Address: ▇▇▇▇▇▇▇▇▇ Whampoa Agency Limited
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇
Fax: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
Attention: Company Secretary
If to DPBB:
Address: 25th Floor, Abdulrahim Building
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Fax: ▇▇▇▇ ▇▇▇ ▇▇▇▇
Attention: Mr. Wisit Kanjanopas
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With a copy to:
Address: ▇▇▇▇▇▇▇▇▇ Telecommunications International Limited
18/F1, Two Harbourfront
▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇
Fax: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
Attention: Group Managing Director
And
Address: ▇▇▇▇▇▇▇▇▇ Whampoa Agency Limited
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇
Fax: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
Attention: Company Secretary
If to the Company:
Address: 25th Floor, Abdulrahim Building
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Fax: ▇▇▇▇ ▇▇▇ ▇▇▇▇
Attention: Mr. Wisit Kanjanopas
With a copy to:
Address: ▇▇▇▇▇▇▇▇▇ Telecommunications International Limited
18/F1, Two Harbourfront
▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇
Fax: ▇▇▇▇ ▇▇▇▇-▇▇▇▇
Attention: Group Managing Director
And
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Address: ▇▇▇▇▇▇▇▇▇ Whampoa Agency Limited
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇
Fax: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
Attention: Company Secretary
(b) Any Party may by notice change the address to which such notices and
communication are to be delivered or transmitted.
(c) A notice shall be deemed to have been served as follows:
(i) if personally delivered, at the time of delivery;
(ii) if sent by registered post or courier, at the time of delivery
thereof to the person receiving the same; or
(iii) if sent by facsimile transmission, at the time of production of
a transmission report by the machine from which the facsimile was
sent which indicates successful and complete transmission.
14. MISCELLANEOUS PROVISIONS
14.1 No Waiver
No waiver of any provision of this Agreement, nor consent to any departure
from it by any Party, is effective unless it is in writing. A waiver or
consent will be effective only for the purpose for which it was given. No
default of delay on the part of any Party in exercising any rights,
powers or privileges operates as a waiver of any right, nor does a single
or partial exercise of a right preclude any exercise of other rights,
powers or privileges. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.
14.2 Amendment
No amendment, variation, alteration or modification of this Agreement shall
be effective unless made in writing and signed by all the Parties to this
Agreement.
14.3 Assignment
No Party shall assign or Transfer or purport to assign or Transfer any of
its rights or obligations under this Agreement (except as provided in
Clause 4 and pursuant to the Pledge) without the prior written consent of
the other Parties.
14.4 Governing Law
This Agreement shall be governed by and construed in accordance with the
laws of Thailand.
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14.5 Severability
If any provision of this Agreement or any part thereof is declared or held
to be invalid, illegal or unenforceable in any respect under applicable
law, such invalidity, illegality or unenforceability shall not invalidate
this entire Agreement. In that case, this Agreement shall be construed so
as to limit any term or provision so as to make it enforceable or valid
within the requirements of applicable law. In the event that such term or
provision cannot be so limited, this Agreement shall be construed to omit
such invalid, illegal or unenforceable provision.
14.6 Counterparts
This Agreement is executed in counterparts by each of the Parties and each
of the counterparts shall constitute an original but all of them shall
constitute only one document.
14.7 Costs
Each party to this Agreement shall bear and pay its own legal costs and
other expenses in connection with the preparation, execution and completion
of this Agreement.
14.8 No Agency or Partnership
(a) This Agreement shall not constitute the appointment of any Party as
the legal representative or agent of any other. A Party shall not have
right or authority, to assume, create or incur any liability or
obligation (express or implied) against, in the name of, or on behalf
of the other Party or the Company.
(b) Nothing in this Agreement creates or constitutes a partnership between
the Parties.
(c) Each Party acknowledges that nothing in this Agreement gives it the
right or authority to and undertakes not to represent or hold itself
out as representing the other party to this Agreement, whether to bind
it contractually or for any other purpose.
14.9 No Third Party Beneficiary
Nothing expressed or mentioned in this Agreement is intended or will be
construed to give any person other than the Parties and their permitted
assigns and successors any legal or equitable right remedy or claim under
or in respect of this Agreement or any provisions contained in it.
14.10 Set Off
The Parties shall have the right at any time to set off their debts and/or
financial obligations to one another in any manner as may be agreed between
the Parties.
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14.11 Change of Law
In case of any change in law for the time being in force, the Parties shall
discuss in good faith how best to amend this Agreement so as to make its
terms consistent with the provisions of such changed law.
IN WITNESS WHEREOF the Parties hereto have entered into this Agreement the day
and year first above written.
Signed by
)
)
) [signature]
For and on behalf of ) -------------------------------------
Light Power Telecommunications Limited )
in the presence of )
[signature]
--------------------------------------
Signed by )
)
)
For and on behalf of )
DPBB (Thailand) Limited )
in the presence of )
Signed by )
)
)
For and on behalf of )
PKNS (Thailand) Limited )
in the presence of )
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