Exhibit 10.13
Dated 17 July 1998
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
GOLDVALLEY LIMITED
and
ECONOPHONE INC.
----------------------------
SHARE PURCHASE AGREEMENT
----------------------------
▇▇▇▇▇▇▇▇▇ and May
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
(CFIS/DHW)
CONTENTS
Page
1. Interpretation 1
2. Sale and Purchase 4
3. Consideration 5
4. Completion 5
5. Sellers' Warranties 6
6. Restrictions on Sellers' Business Activities 7
7. Purchaser's Indemnity 8
8. Ancillary Agreements 8
9. Purchaser's Warranties 9
10. Provision of Business Information 9
11. Interest 10
12. Effect of Completion 10
13. Joint and Several Liability 10
14. Remedies and Waivers 10
15. Assignment 11
16. Further Assurance 11
17. Notices 11
18. Announcements 12
19. Confidentiality 13
20. Restrictive Trade Practices ▇▇▇ ▇▇▇▇ 13
21. Costs and Expenses 13
22. Counterparts 13
23. Time of Essence 14
24. Invalidity 14
25. Choice of Governing Law 14
26. Agent For Service 14
Schedule 1 Completion Arrangements 16
Schedule 2 Warranties 18
Schedule 3 Specified Personal Guarantees 20
Schedule 4 Employee Share Options 21
Schedule 5 Disclosed Liabilities 22
THIS AGREEMENT is made on 17 July, 1998
Between:
1. ▇▇▇▇▇ ▇▇▇▇▇ of ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇
("▇▇. ▇▇▇▇▇")
2. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of ▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇, ▇▇▇▇▇▇▇
("▇▇. ▇▇▇▇▇▇▇▇")
(together called the "SELLERS")
3. GOLDVALLEY LIMITED of ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ (registered in
England No. 03269567) ("GVL").
AND
4. ECONOPHONE INC. of ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
▇▇▇ (the "PURCHASER")
WHEREAS:-
(A) The Sellers have agreed to sell and the Purchaser had agreed to
purchase the Shares in each case on the terms and subject to the
conditions of this agreement.
(B) GVL was formerly the registered holder of the Shares and gives certain
warranties and undertakings in relation to the sale and purchase of
Shares.
NOW IT IS HEREBY AGREED as follows:-
1. INTERPRETATION
1.1 In this agreement and the schedules to it:-
IN THE "AGREED FORM" means in the form of the relevant document
contained in the bundle of agreed form
documents which has been initialled for the
purposes of identification only prior to the
execution of this agreement by or on behalf
of the Purchaser and the Sellers
incorporating any changes subsequently
agreed to be made by or on behalf of the
Purchaser and the Sellers;
2
"BOOKS AND RECORDS" means books and records and includes,
without limitation, all notices, accounting
and tax records, correspondence, orders,
inquiries, and other documents and all
computer disks or tapes or other machine
legible programs or other records;
"BUSINESS DAY" means a day (other than a Saturday or
Sunday) on which banks are open for business
in the relevant territory;
"BUSINESS INFORMATION" means all information and know-how (whether
or not confidential and in whatever form
held);
"CLAIM" Means any claim in respect of the
Warranties;
"COMPANY" means Telco Global Communications of ▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇
(registered in England no. 03243408);
"COMPLETION" means completion of the sale and purchase of
the Shares under this agreement and the
various other transactions referred to in
this agreement;
"COMPLETION DATE" Means the date of signing of this agreement
or such later date as Completion occurs
pursuant to CLAUSE 4.5(A);
"CONFIDENTIAL INFORMATION" means all information relating to this
agreement or any agreement or document
contemplated by this agreement and all
information relating to any party;
"EMPLOYEE SHARE OPTIONS" means options and similar interests granted
to certain employees of the Company to
participate in the capital of the Company,
full particulars of which are disclosed in
SCHEDULE 4;
"EMPLOYMENT AGREEMENT" means an employment agreement and restricted
share award to be entered into between the
Company and ▇▇ ▇▇▇▇▇ in the Agreed Form;
3
"INFORMATION TECHNOLOGY" means computer hardware, software, networks
and/or other information technology and any
aspect or asset of a business which relies
on computer hardware, software, networks
and/or other information technology (whether
embedded or otherwise);
"LEASE" means the lease between a subsidiary of the
Purchaser and Goldbury Limited of the
premises at ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇.
"LOAN NOTES" means loan notes to be issued by the
Purchaser pursuant to a loan note instrument
in the Agreed Form;
"NON-COMPETE PERIOD" means the period beginning at the signing of
this agreement and ending on the first
anniversary of the termination or expiry of
the Employment Agreement;
"SERVICE DOCUMENT" means a writ, summons, order, judgment or
other document relating to or in connection
with any proceedings in England and Wales
arising out of or in connection with this
agreement;
"SHARES" means all the ordinary shares in the capital
of the Company owned by the Sellers;
"SHARE PURCHASE DOCUMENTS" means this agreement together with those
documents expressly referred to or
contemplated by this agreement;
"SOFTWARE LICENCE AGREEMENT" means the agreement to be entered into
between the Company and ▇▇ ▇▇▇▇▇ in the
Agreed Form concerning certain software;
"SPECIFIED PERSONAL GUARANTEES" means the personal guarantees of the
obligations of the Company given by the
Sellers, full particulars of which are
listed in SCHEDULE 3;
4
"TAXATION" means and includes all forms of taxation and
statutory, governmental, supra-governmental,
state, principal, local governmental or
municipal impositions, duties, contributions
and levies, of any territory, whenever
imposed and all penalties, charges, costs
and interest relating thereto and without
limitation any deductions or withholdings of
any sort; and
"WARRANTIES" means the representation and warranties set
out in SCHEDULE 2 given by the Sellers and
GVL and "WARRANTY" shall be construed
accordingly.
1.2 In this agreement, unless otherwise specified:-
(A) references to clauses, sub-clauses, paragraphs and
sub-paragraphs and schedules are to clauses, paragraphs and
sub-paragraphs of, and schedules to, this agreement;
(B) references to warranty clauses are references to clauses of
SCHEDULE 2;
(C) references to writing shall include any modes of reproducing
words in a legible and non-transitory form;
(D) references to times of the day are to London time;
(E) headings to clauses and schedules are for convenience only and
do not affect the interpretation of this agreement;
(F) the schedules form part of this agreement and shall have the
same force and effect as if expressly set out in the body of
this agreement, and any reference to this agreement shall
include the schedules; and
(G) the wording "including" shall be deemed to be followed by the
words "without limitation".
2. SALE AND PURCHASE
2.1 The Sellers shall sell or procure the sale of and the Purchaser shall
purchase the Shares with all rights attached or accruing to them at
Completion.
2.2 At Completion the Sellers shall have the right to transfer to the
Purchaser legal and beneficial title to the Shares.
2.3 The Shares are, and shall be transferred free from liens, equities and
all charges and encumbrances and from all other rights exercisable by
or claims by third parties.
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2.4 The Purchaser shall be entitled to exercise all rights attached or
accruing to the Shares including, without limitation, the right to
receive all dividends, distributions or any return of capital declared,
paid or made by the Company on or after the Completion Date.
2.5 For the avoidance of doubt, Part 1 of the Law of Property
(Miscellaneous Provisions) ▇▇▇ ▇▇▇▇ shall not apply for the purposes of
this agreement.
3. CONSIDERATION
The total consideration for the sale of the Shares shall be the issue
by the Purchaser of Loan Notes to ▇▇ ▇▇▇▇▇ in the principal sum of
US$9,824,500 and to ▇▇ ▇▇▇▇▇▇▇▇ in the principal sum of US$4,210,500.
4. COMPLETION
4.1 Completion shall take place at 10 a.m. on the Completion Date at the
offices of Frere Cholmeley ▇▇▇▇▇▇▇▇.
4.2 At Completion the Sellers shall do those things listed in Part I of
SCHEDULE 1 and the Purchaser shall do those things listed in Part II of
SCHEDULE 1.
4.3 Neither the Purchaser nor the Sellers shall be obliged to complete this
agreement unless the other complies fully with the relevant
requirements of SUB-CLAUSE 4.2 and SCHEDULE 1.
4.4 The Purchaser shall not be obliged to complete the sale and purchase of
any of the Shares unless the sale and purchase of all the Shares is
completed simultaneously. This sub-clause shall not limit any other
clause of this agreement and in particular CLAUSE 14.
4.5 If the obligations of the Sellers or the Purchaser under SUB-CLAUSE 4.2
and SCHEDULE 1 are not complied with on the Completion Date the
Purchaser or (as the case may be) the Sellers may:-
(A) defer Completion until a date designated by the Purchaser (so
that the provisions of this CLAUSE 4 shall apply to Completion
as so deferred); or
(B) proceed to Completion as far as practicable (without limiting
its rights under this agreement); or
(C) treat this agreement as terminated for breach of a condition.
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5. SELLERS' WARRANTIES
5.1 GVL and ▇▇ ▇▇▇▇▇ (and ▇▇ ▇▇▇▇▇▇▇▇ in respect of warranty CLAUSE 1.2
only) jointly and severally represent and warrant to the Purchaser that
each of the Warranties will be accurate in all material respects at
Completion. If for any reason there is any interval of time between the
time of this agreement and Completion, the Warranties will continue to
be accurate in all respects as at Completion as if repeated thereon by
reference to the facts and circumstances then subsisting at that date
and on the basis that any reference in the Warranties, whether express
or implied, to the date of this agreement is substituted by a reference
to Completion.
5.2 The Sellers and GVL accept that the Purchaser is entering into this
agreement in reliance upon each of the Warranties.
5.3 The Sellers and GVL undertake (if any Claim is made against them in
connection with the sale of the Shares to the Purchaser) not to make
any corresponding or connected claim against the Company.
5.4 Each of the Warranties shall be construed as a separate and independent
warranty and (except where expressly provided to the contrary) shall
not be limited or restricted by reference to or inference from the
terms of any other Warranty.
5.5 Subject always to the provisions of paragraph 1.1 of SCHEDULE 6, if in
respect of or in connection with any breach of any of the Warranties or
any facts or matters warranted not being true any amount payable to the
Purchaser by any of the Sellers or GVL is subject to Taxation, such
payable amounts shall be paid to the Purchaser by the Sellers and GVL
so as to ensure that the net amount received by the Purchaser is equal
to the full amount payable to the Purchaser under this agreement.
5.6 Subject to CLAUSE 5.7, the Purchaser shall be entitled to set off any
sum agreed between the parties or adjudicated by a court having
appropriate jurisdiction to be payable by any of the Sellers or GVL
under this CLAUSE 5 against any sum or sums payable under the Loan
Notes.
5.7 If the Purchaser wishes to exercise its right of set-off under CLAUSE
5.6, it shall notify the Sellers and GVL of that fact. If at the end of
20 Business Days after the Sellers and GVL receiving such notification
the parties have not agreed a sum (if any) to be so set off, the
parties shall immediately appoint an appropriately qualified Queens
Counsel to provide an opinion on the Claim in respect of which the
Purchaser wishes to exercise its right of set off. If the parties fail
within 10 Business Days of the expiry of the 20 Business Day period to
agree on the appointment of a Queens Counsel, any party may refer the
question of such appointment to the Chairman for the time being of the
Council of the Bar, the Chairman's appointment being binding on all
parties. If the parties fail to agree on the terms of the instructions
to be submitted to the Queens Counsel, each party shall be entitled to
submit separate instructions (such instructions to be submitted no
later than 10 Business Days after the Queens
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Counsel's appointment) asking the Queens Counsel whether in his
opinion, and on the basis of the instructions sent to him, either (and
only either) the Purchaser would be more likely to succeed in its Claim
(in the amount claimed or any other lower amount determined by the
Queens Counsel to be appropriate) than the Sellers would be to defend
it or the Sellers would be more likely to defend the Claim than the
Purchaser would be to succeed in it (again in the amount claimed or any
other lower amount determined by the Queens Counsel to be appropriate)
and, subject to the requirements of this CLAUSE 5.7, it shall be the
responsibility of the Queens Counsel to determine at his or her
discretion the nature of his or her instructions. If, in the
determination of the Queens Counsel (which determination shall be final
and conclusive), the Purchaser would be more likely to succeed in its
Claim (in the amount claimed or any other lower amount determined by
the Queens Counsel to be appropriate) than the Sellers would be to
defend it, then once the parties have executed an appropriate escrow
agreement (in terms agreed between them or, in default of agreement
within 5 Business Days, determined by the Queens Counsel appointed as
above) and the Purchaser has paid the amount of the Claim (or any other
lower amount determined by the Queens Counsel to be appropriate) into
escrow, the Purchaser shall be entitled to set off any sums payable
under the Loan Notes against that amount pending settlement or final
determination of the Claim.
5.8 Where there is any breach of warranty clause 6 (ownership of assets) or
warranty clause 7 (no claims) the Purchaser shall, without prejudice to
its other remedies, be entitled to require the Sellers or GVL to, in
the case of warranty clause 6.1, convey or procure the conveyance to
the Company of such asset or interest or, in the case of warranty
clause 6.2, extinguish or procure the extinction of such interest or
the release from such contract or arrangement or, in the case of
warranty clause 7, release or procure the release of such debt or
obligation, as may be, in the reasonable opinion of the Purchaser,
necessary to remedy the breach, and CLAUSE 16 shall apply accordingly.
5.9 The provisions of SCHEDULE 6 shall apply to limit or excuse any
liability of the Sellers or GVL under CLAUSE 5.1, except in the case of
fraud or dishonesty on the part of any of the Sellers or GVL.
6. RESTRICTIONS ON SELLERS' BUSINESS ACTIVITIES
6.1 GVL and ▇▇ ▇▇▇▇▇ severally undertake that they will not, either alone
or in conjunction with or on behalf of any other person, do any of the
following things:-
(A) disclose to any other person or (in any way which may be
detrimental to the business of the Purchaser or the Company as
carried on at the Completion Date) use any information which
is confidential to the Purchaser or the Company or their
respective businesses for so long as that information remains
confidential to the Purchaser or the Company or their
respective businesses;
8
(B) without limitation to the provision of this clause, in
relation to a business which is competitive or likely to be
competitive with the business of the Purchaser or the Company
as carried on at the Completion Date, use any trade or
business name or distinctive ▇▇▇▇, style or logo used by or in
the business of the Company or the Purchaser at any time or
anything intended or likely to be confused with it;
(C) within the Non-Compete Period and to the detriment of the
Company or the Purchaser, solicit the custom, in relation to
goods or services sold to any person by the Company or the
Purchaser in the course of their respective businesses, of
that person in respect of similar goods or services;
(D) within the Non-Compete Period and to the detriment of the
Company or the Purchaser, solicit or entice away from the
Purchaser or the Company any person, firm, company or
organisation at present an employee, agent or distributor of
the Company, provided that an employee of the Company who
responds to a publicly advertised job offer shall not be
regarded as having been solicited for the purposes of this
clause; nor
(E) assist any other person to do any of the foregoing things.
6.2 Each undertaking contained in this clause shall be construed as a
separate undertaking and if one or more of the undertakings is held to
be against the public interest or unlawful or in any way an
unreasonable restraint of trade, the remaining undertakings shall
continue to bind GVL and ▇▇ ▇▇▇▇▇.
6.3 Without prejudice to any other remedy which the Purchaser might have,
the parties acknowledge and agree that damages alone may not be an
adequate remedy for any breach by GVL or ▇▇ ▇▇▇▇▇ of this CLAUSE 6, so
that in the event of a breach or anticipated breach of this CLAUSE 6,
the remedies of injunction and/or an order for specific performance
would in appropriate circumstances be available.
7. PURCHASER'S INDEMNITY
The Purchaser undertakes to hold each of the Sellers indemnified and
to keep them indemnified from and against all actions, claims,
proceedings, loss, damage, all payments, costs or expenses incurred by
each of them in relation to or arising out of the Specified Personal
Guarantees and any other guarantees or indemnities entered into by them
in respect of the obligations or liabilities of the Company.
8. ANCILLARY AGREEMENTS
8.1 In consideration of the Purchaser agreeing to purchase the Shares from
the Sellers, ▇▇ ▇▇▇▇▇ agrees that he will enter into the Software
Licence Agreement.
9
8.2 The Purchaser and the Sellers undertake to procure the execution by the
Company of the Software Licence Agreement.
8.3 The Purchaser and the Sellers undertake to procure the execution by the
Company of the Employment Agreement.
9. PURCHASER'S WARRANTIES
The Purchaser warrants to the Sellers and GVL that:
(A) It has the requisite power and authority to enter into and
perform this agreement.
(B) This agreement constitutes and the Share Purchase Documents
will, when executed, constitute binding obligations of the
Purchaser in accordance with their respective terms.
(C) The execution and delivery of, and the performance by the
Purchaser of its obligations under, this agreement and the
Share Purchase Documents will not:-
(i) result in a breach of any provision of its
constitutional documents;
(ii) result in a breach of, or constitute a default under,
any instrument to which the Purchaser is a party or
by which the Purchaser is bound; or
(iii) result in a breach of any order, judgment or decree
of any court or governmental agency to which the
Purchaser is a party or by which the Purchaser is
bound; or
(iv) require any consent of its shareholders which has not
been obtained.
10. PROVISION OF BUSINESS INFORMATION
10.1 Following Completion and without prejudice to any of the Warranties:-
(A) if any Business Information for the business of the Company is
not in the possession or under the control of the Purchaser or
the Company but is in the possession or under the control of
any of the Sellers or GVL, the Sellers and GVL shall severally
use their reasonable endeavours to procure that such Business
Information is provided promptly to the Purchaser; and
(B) if any Books or Records of any of the Sellers or GVL contain
Business Information which is required for the business of the
Company, the Sellers and GVL shall procure that copies of such
Books or Records are given promptly to the Purchaser.
10
10.2 For the purposes of this clause and this agreement generally, "required
for the business" means any Business Information of the Company which
is or has in the last six years been used in the business of the
Company or if it will be needed by the Company to carry on the business
of the Company in the same manner as it is currently carried on or to
fulfil any of the present contracts, plans or projects of the Company
in relation to the business of the Company.
11. INTEREST
11.1 If any party defaults in the payment when due of any sum payable under
this agreement (whether determined by agreement or pursuant to an order
of a court or otherwise), the liability of such party shall be
increased to include interest on such sum from the date when such
payment is due until the date of actual payment (as well after as
before judgment) at a rate per annum of three per cent. above the base
rate from time to time of Barclays Bank PLC. Such interest shall accrue
from day to day and shall be compounded annually.
11.2 For the purposes of CLAUSE 11.1, sums payable under the Loan Notes
shall be deemed not to be sums payable under this agreement.
12. Effect of Completion
Any provision of this agreement and any other documents referred to in
it which is capable of being performed after but which has not been
performed at or before Completion and all Warranties and covenants and
other undertakings contained in or entered into pursuant to this
agreement shall remain in full force and effect notwithstanding
Completion.
13. JOINT AND SEVERAL LIABILITY
13.1 The obligations of the Sellers and GVL under this agreement are joint
and several unless otherwise specified.
13.2 If any liability of one of the Sellers or GVL is, or becomes illegal,
invalid or unenforceable in any respect, that shall not affect or
impair the liabilities of the other under this agreement.
14. REMEDIES AND WAIVERS
14.1 No delay or omission on the part of any party to this agreement in
exercising any right, power or remedy provided by law or under this
agreement or any other documents referred to in it shall:-
(A) impair such right, power or remedy; or
(B) operate as a waiver thereof.
11
14.2 The single or partial exercise of any right, power or remedy provided
by law or under this agreement shall not preclude any other or further
exercise thereof or the exercise of any other right, power or remedy.
14.3 The rights, powers and remedies provides in this agreement are
cumulative and not exclusive of any rights, powers and remedies
provided by law.
15. ASSIGNMENT
15.1 The rights or benefits of or under this agreement and any agreements
referred to in this agreement may be assigned (together with any cause
of action arising in connection with any of them) by the Purchaser to a
wholly-owned subsidiary or holding company, or a fellow wholly-owned
subsidiary of the same holding company, of the Purchaser (each such
person being referred to as a "Connected Person" of the Purchaser).
15.2 Obligations under this agreement shall not be assignable.
16. FURTHER ASSURANCE
Each party shall from time to time, on being requested in writing to do
so by any other party, now or at any time in the future, do or procure
the carrying out of all such acts and/or execute or procure the
execution of all such documents as are reasonably necessary for giving
proper effect to this agreement and securing to that other party the
full benefit of the rights, powers and remedies conferred upon that
other party in this agreement.
17. NOTICES
17.1 Any notice to be given under this agreement shall be in writing and
shall either be delivered personally or sent by first class recorded
delivery post or facsimile transmission. Notices shall be addressed as
provided in SUB-CLAUSE 17.3 and if so addressed, shall be deemed to
have been served as follows:
(i) if personally delivered, at the time of delivery;
(ii) if posted, at the expiration of 48 hours after the envelope
containing the same was delivered into the custody of the
postal authorities;
(iii) is sent by air mail to an overseas address on the tenth
Business Day after the date of posting; and
(iv) if sent by facsimile transmission, at the time of
transmission.
17.2 In proving such service it shall be sufficient to prove that personal
delivery was made, or that the envelope containing such notice was
properly addressed and delivered
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into the custody of the postal authority as a prepaid first class
recorded delivery of that the facsimile was transmitted on a tested
line as the case may be.
17.3 The relevant addressee, address and facsimile number of each party for
the purposes of this agreement are:
NAME OF PARTY ADDRESS FACSIMILE NO.
------------- ------- -------------
THE PURCHASER 45 Broadway, ▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇
▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, 0181 376 2605
▇▇▇▇▇▇
▇▇▇ ▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇, 0161 792 0804
Salford
▇▇ ▇▇▇
GVL ▇▇▇ ▇▇▇▇ ▇▇▇▇ 0181 806 2175
▇▇▇▇▇▇
▇▇▇ ▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇
18. ANNOUNCEMENTS
18.1 No announcement concerning the sale of the Shares or any ancillary
matter shall be made by any party without the prior written approval of
the other parties (such approval not to be unreasonably withheld or
delayed) unless the announcement is required by:-
(A) the law of any relevant jurisdiction;
(B) existing contractual obligations; or
(C) any securities exchange or regulatory or governmental body to
which a party is subject, wherever situated, whether or not
the requirement has the force of law.
18.2 The restrictions contained in this clause shall continue to apply after
Completion without limit in time.
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19. CONFIDENTIALITY
19.1 Each party undertakes to keep the Confidential Information of the other
parties strictly confidential and not to disclose it to third parties.
19.2 The obligations in CLAUSE 19.1 shall not apply to any Confidential
Information which is:-
(A) in or enters the public domain through no fault of another
party; or
(B) required to be disclosed by any applicable law or securities
exchange, regulatory or governmental body, provided that the
disclosing party gives the other parties prior written notice
of any such disclosure.
19.3 The restrictions contained in this clause shall continue to apply after
Completion of the sale and purchase of the Shares under this agreement
without limit in time.
20. RESTRICTIVE TRADE PRACTICES ACT 1976
If there is any provision of this agreement, or of any agreement or
arrangement of which this agreement forms part, which causes or would
cause this agreement or that agreement or arrangement to be subject to
registration under the Restrictive Trade Practices ▇▇▇ ▇▇▇▇, then
that provision shall not take effect until the day after particulars of
this agreement or of that agreement or arrangement (as the case may be)
have been furnished to the Director General of Fair Trading pursuant to
section 24 of that Act.
21. COSTS AND EXPENSES
Each party shall pay its own costs and expenses in relation to the
negotiations leading up to the sale of the Shares and to the
preparation, execution and carrying into effect of this agreement and
all other documents referred to in it, and the Sellers confirm that no
expense of whatever nature relating to the sale of the Shares has been
or is to be borne by the Company.
22. COUNTERPARTS
22.1 This agreement may be executed in any number of counterparts, and by
the parties on separate counterparts, but shall not be effective until
each party has executed at least one counterpart.
22.2 Each counterpart shall constitute an original of this agreement, but
all the counterparts shall together constitute but one and the same
instrument.
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23. TIME OF ESSENCE
Except as otherwise expressly provided, time is of the essence of this
agreement.
24. INVALIDITY
If at any time any provision of this agreement is or becomes illegal,
invalid or unenforceable in any respect under the law of any
jurisdiction, that shall not affect or impair:-
(A) the legality, validity or enforceability in that jurisdiction
of any other provision of this agreement; or
(B) the legality, validity or enforceability under the law of any
other jurisdiction of that or any other provision of this
agreement.
25. CHOICE OF GOVERNING LAW
This agreement shall be governed by and construed in accordance with
English law. The parties hereto agree that the English courts are to
have jurisdiction to settle any claim or matter arising under this
agreement and each party submits to the jurisdiction of the English
courts.
26. AGENT FOR SERVICE
26.1 The Purchaser irrevocably appoints American Telemedia Limited of
[insert address] to be its agent for the service of process in England.
It agrees that any Service Document may be effectively served on it in
connection with proceedings in England and Wales by service on its
agent.
26.2 A copy of any Service Document served on an agent shall be sent by post
to the Purchaser. Failure or delay in so doing shall not prejudice the
effectiveness of service of the Service Document.
IN WITNESS WHEREOF THIS AGREEMENT IS EXECUTED by the duly authorised
representatives of the parties on the day first written above as follows:-
Signed by ▇▇▇▇▇ ▇▇▇▇▇
in the presence of:-
/s/ ▇. ▇▇▇▇▇▇
▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇ ▇▇ 4
15
Signed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
in the presence of:- AS ATTORNEY
/s/
AS PRECEDING
Signed by ▇. ▇▇▇▇▇
duly authorised for and on behalf of
GOLDVALLEY LIMITED
in the presence of:-
/s/
AS PRECEDING
Signed by /s/ ▇. ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
duly authorised for and on behalf of
ECONOPHONE INC.
in the presence of:-
SR.V.P.
