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(a) All then existing stockholders of record of the Corporation, other than the Offeror,
shall be entitled to exercise their right of first refusal with respect to any portion
or all of the Offered Stock to which they have a right of first refusal and shall in
addition be entitled to exercise a further right of first refusal with respect to any
shares not taken up by the other stockholders pursuant to their respective rights of
first refusal. Any such further right of first refusal shall be exercised on a pro rata
basis.
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(b) Each purchasing stockholder shall deliver to the Offeror a written notice of its
acceptance of the offer made by the Offeror and a manager’s check drawn on a
reputable bank doing business at the place of payment specified in the offer, in an
amount sufficient to meet the terms of the offer corresponding to such number of
shares of Offered Stock specified in its acceptance. Each purchasing stockholder
shall contemporaneously furnish the Corporate Secretary of the Corporation with
a photocopy each of its notice of acceptance and manager’s check delivered to the
Offeror.
(c) The right of first refusal and any further rights of first refusal herein provided
shall be effective for a period of sixty (60) days from the date of receipt by the
Corporation, as notifying agent, of the written offer to sell from the Offeror
(hereinafter referred to as the “Option Period”). The offer to sell, including all the
terms thereof and the identity of the bona fide purchaser, shall be served by the
Offeror on the Corporation, as such notifying agent, by means of written notice
duly transmitted by personal delivery or registered mail (air mail, if international).
Within fortyeight (48) hours after receipt by the Corporation of such written
offer, the Secretary of the Corporation shall transmit by personal delivery or
registered mail or, in case of nonresident stockholders, by facsimile confirmed by
registered air mail, a copy of such offer to each stockholder of record of the
Corporation appearing on the books of the Corporation and shall also notify each
such stockholder of the expiry date of the Option Period.
(d) Any shares of Offered Stock not purchased during the Option Period may be sold
by the Offeror to any bona fide purchaser, whose identity shall be promptly
disclosed in writing by the Offeror to the Corporation, within thirty (30) days
from the expiration of the Option Period at not less than the price and on the same
terms and conditions as those specified in the original offer. If the Offeror shall be
unable within such 60day period to sell such shares of Offered Stock at the price
and on the same terms and conditions as those specified in the original offer and if
the Offeror shall desire to sell at a different price or under different terms and
conditions, the procedure outlined above shall be repeated before any such shares
may be sold other than to the Corporation itself, to the parent company or affiliate
of the Offeror (as the terms are defined in Paragraph [g] below) or to a nominee
director representing the Offeror.
(e) The foregoing provisions shall likewise apply to transfers by way of donation and
involuntary transfers. In case of donation, the Option Period shall commence from
the date the Corporation receives formal notice of the proposed donation. The
price that the purchasing stockholders shall pay for the shares proposed to be
donated shall be equivalent to the book value of such shares computed on the
basis of the latest available audited financial statements of the Corporation. In
case of involuntary transfers, including but not limited to foreclosure sales and
levies on attachment or execution on shares of stock, any of the stockholders of
the Corporation shall have the right to redeem the said shares at bid price or book
value at the time of redemption, whichever is lower, within one hundred twenty
(120) days from and after the time such involuntary transfers are presented to the
Corporation for registration in its stock and transfer book.
(f) In all cases, the Offeror shall promptly furnish the Corporation with a copy of its
sale agreement with the purchaser or deed of donation in favor of the donee, as
the case may be, whether such purchaser or donee is a third party or its parent
company, affiliate or nominee director.
(g) As used in the Tenth Article and in this Eleventh Article, the term “parent
company” shall mean a corporation which owns more than fifty percent (50%) of
the subscribed and outstanding shares of stock of such stockholder, while an
“affiliate” shall mean any corporation at least twenty percent (20%) of the
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subscribed and outstanding shares of stock of which are owned by such
stockholder or parent company, or, in the case of ABC Co., Ltd., any corporation
deemed under the laws of the Republic of Nowhere to be a part of the ABC
Group.
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(o) Appointment or dismissal of the external auditor of the Corporation;
(p) Approval of the audited financial statements; and
(q) Additional issuance of shares of the Corporation out of its authorized but unissued
capital stock, including the determination of the due dates of payments of
subscriptions and the interest on unpaid subscriptions.
(a) Amendment of the Articles of Incorporation;
(b) Amendment or repeal of the Bylaws or adoption of new Bylaws;
(c) Sale, lease, exchange, mortgage, pledge or other disposition of all or substantially
all of the business, assets or property of the Corporation;
(d) Incurring or increasing bonded indebtedness;
(e) Investment of the funds of the Corporation in another corporation or business
or for a purpose other than the principal purpose of the Corporation;
(f) Merger or consolidation of the Corporation with another corporation or
corporations;
(g) Dissolution of the Corporation;
(h) Declaration of stock dividends;
(i) Entering into any guarantee or surety arrangement, with the Corporation as the
guarantor or surety;
(j) Increase or decrease of the authorized capital stock;
(k) Approval of any contract of the Corporation with one or more of its directors or
officers;
(l) Securing of loans and other credit facilities, provided they do not exceed the
ceilings established by the stockholders;
(m) Election or appointment and determination of the powers, duties and
compensation, as well as removal, of the Chairman of the Board, Vice Chairman,
President, Vice President, Treasurer, Secretary and such other officers of the
Corporation required to be elected or appointed by the Board of Directors;
(n) Filling up of vacancies in the Board of Directors caused by death, resignation,
disqualification or any other cause, except by removal and expiration of term;
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(o) Creation of committees and appointment of the members thereof;
(p) Additional issuance of shares out of the authorized but unissued capital stock of
the Corporation, including the determination of the due date of payments on
subscriptions and the interest on unpaid subscriptions;
(q) Approval of the business plan and business strategies for each fiscal year and the
longterm and fundamental changes thereto;
(r) Approval of management contracts, consultancy agreements, marketing and sales
contracts, contracts for the appointment of the major contractors required for the
development of the land to be acquired by the Corporation in accordance with its
primary purpose, and other major contracts to be entered into by the Corporation
with any third party;
(s) Participation in any joint venture;
(t) Acquisition of land and or other properties in accordance with the primary
purpose of the Corporation;
(u) Approval of all development and redevelopment plans for the projects of the
Corporation, including amendments, modifications and alterations thereto;
(v) Award of bids for services required by the Corporation in connection with the
development of its projects; and
(w) Sale of the industrial estate that may be established on the land to be acquired by
the Corporation in accordance with the primary purpose of the Corporation.
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TAC 9.7.09
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