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Title: |
Share Purchase and Transfer Agreement |
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Date: |
2003 |
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Preview shows 5KB of 23KB total |
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$35 |
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ID: |
#1622900 |
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Share Purchase and Transfer Agreement
Deed No.: A. Prot. 2002, Nr. 183
Recorded in Basel, Switzerland,
on December 20, 2002.
Before me, the undersigned Notary Public Dr. Beat Schultheiss,
with business address in Basel,
appeared today:
1) Mr. Dietrich F. Kessel, Attorney at law, born September 18, 1937, german
citizen, business address: Elberfelder Strasse 4, 40213 Dusseldorf. The
First Person Appearing - identifying himself by his valid ID card -
declared that he is not acting on his own behalf but in the name of and
with a written power of attorney from
GfE Gesellschaft fur Elektrometallurgie mbH,
a company duly incorporated and validly existing under
the laws of Federal Republic Germany,
with its registered offices at Hofener Strasse, 90431 Nurnberg,
Federal Republic Germany,
- hereinafter referred to as "Seller"-
The first person appearing submitted the notarially certified power of
attorney dated 18 December, 2002 as evidence of his power of
representation.
2) Dr. Nicole Franke, Attorney at law, born mai 15, 1970, german citizen,
business address: Uerdinger Str. 88, 40474 Dusseldorf. The Second Person
Appearing - personally known to the Notary Public - declared that she is
not acting on her own behalf but in the name and with a written power of
attorney from
Sudamin Recycling GmbH & Co. KG,
a company organized and existing under the laws of Germany,
having its registered offices at Bonifaciusstrasse 160, 45309 Essen,
Federal Republic Germany,
represented by its General Partner Sudamin Verwaltungs GmbH,
having its registered offices at Bonifaciusstrasse 160, 45309 Essen,
Federal Republic Germany,
- hereinafter referred to as "Buyer" -
<PAGE>
2/9
The second person appearing submitted fax copies of the powers of attorney
dated 18 and 19 December, 2002 as evidence of her powers of representation.
The originals have been submitted to the notary before the execution of
this agreement.
The notary satisfied himself that the persons appearing have sufficient command
of the English language and declared that he himself has sufficient command of
the English language as well. The persons appearing waived their right to have
this deed translated into the German language.
The Persons Appearing - acting as indicated - then requested the notarization of
the following
Share Purchase and Transfer Agreement
I.
Preamble
1. The Seller holds shares in the total nominal amount of DM 1.000,000.00 in
GfE Giesserei- und Stahlwerksbedarf GmbH (hereinafter referred to as the
"Shares"), a company with limited liability, organized and existing under
the laws of the Federal Republic of Germany, registered with the County
Court Dusseldorf under HRB 32816, with its registered offices at
Kreuzstrasse 34, 40210 Dusseldorf, Federal Republic of Germany
(hereinafter referred to as the "Company"). Thus, the Seller is the sole
shareholder of the Company. The Shares are fully paid up.
2. The Seller wishes to sell and transfer the Shares to the Buyer and the
Buyer wishes to purchase and acquire the Shares from the Seller, subject to
the terms and conditions as presented in this agreement.
II.
Sale of Shares
1. The Seller hereby sells (verkauft) to the Buyer the Shares.
2. The Buyer hereby accepts the aforementioned sale.
<PAGE>
3/9
III.
Purchase Price
1. The purchase price for the Shares amounts to USD 3,000,000.00 (in words: US
Dollars three millions) (the "Purchase Price").
2. A partial amount of US dollars 1,000,000.00 (in words: US dollar one
million) of the Purchase Price (the "Partial Amount I") shall be payable by
the Buyer within one (1) banking day after the date of signing this
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