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Title: |
Share Purchase Agreement |
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Date: |
2003 |
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Preview shows 5KB of 35KB total |
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$44 |
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ID: |
#1622902 |
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Deed Roll No. 5510/2002
Dated 30 December 2002
NOTARIAL DEED
SHARE PURCHASE AGREEMENT
Before me, the undersigned notary public in Munich,
Dr. Bernhard Schaub
with my office at Tal 12, 80331 Munich, appeared today:
1. Mr. Dietrich Kessel, attorney at law, born 18 September 1937, with his
business address in Elberfelder Strasse 4, 40213 Dusseldorf
declaring that he is here not acting in his own name, but on the basis of a
written power of attorney the original of which have been presented at the
notarisation and a certified copy of which is attached hereto for
Metallurg Holdings Corporation, a New York corporation with principal
executive offices at 6 East 43rd Street, New York, NY 10017, USA,
- hereinafter referred to as the "Seller" -
and
2. Dr. Philipp Grzimek, attorney at law, born 12 February 1970, with his
business address in Karl-Scharnagl-Ring 5, 80539 Munich
declaring that he is here not acting in his own name, but on the basis of a
written power of attorney the original of which has been presented at the
notarisation and a certified copy of which is attached hereto for
Safeguard International Fund PFW, L.L.C., a Delaware company with its
registered offices in Wilmington, DE 19808, USA,
- hereinafter referred to as the "Purchaser" -
The persons appearing prove their identity to the notary by presenting valid
identity cards.
The persons appearing requested notarisation in English. They stated that they
have sufficient command of, and are proficient in, the English language. The
notary, who himself is proficient in English ensured, by way of a personal
conversation, that the persons appearing are sufficiently proficient in English.
The persons appearing were advised of their right to be provided with a written
translation of this deed. They expressly waived such right.
<PAGE>
-2-
The persons appearing request the notary to record the following share purchase
agreement ("Agreement"):
TABLE OF CONTENTS
Preamble................................................................... 3
1. Sale and Transfer of Shares.......................................... 5
2. Purchase Price....................................................... 5
3. Representations and Warranties....................................... 7
3.1 Corporate Issues............................................ 7
3.2 Ownership of Shares......................................... 8
3.3 Liabilities and Obligations................................. 9
3.4 Ordinary Course of Business................................. 9
4. Remedy............................................................... 9
5. Confidentiality, Press Release....................................... 10
6. Miscellaneous........................................................ 10
7. Costs and Copies..................................................... 11
<PAGE>
-3-
PREAMBLE:
1. The Seller is the sole shareholder of GfE Gesellschaft fur
Elektrometallurgie mit beschrankter Haftung with its registered seat in
Nuremberg, registered with the commercial register of the Lower Court
Nuremberg under HR B 11697 ("Company").
2. The stated capital of the Company ("Stated Capital") amounts to DM
6,000,000 and consists of one share in the nominal amount of DM 5,951,300
and one share in the nominal amount of DM 48,700 (collectively "Shares").
The Seller is the owner of the Shares.
3. The Company as controlling company and GfE Metalle und Materialien GmbH as
well as GfE Umwelttechnik GmbH each as subordinated company have entered
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