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AND
Article 1
Purchased Shares and Purchase Price
1. Subject to the terms and conditions hereof, the Vendor agrees to sell to the
Purchaser and the Purchaser agrees to purchase from the Vendor the
_______% Shares.
2. The purchase price payable by the Vendee to the Vendor for the Purchased
Shares shall be __________.
Article 2
Warranties of the vendor
(a) No person, firm or corporation has any agreement or option, or any right or
privilege capable of becoming an agreement or option for the purchase
from the Vendor of any of the Shares
(b) The Vendor is the registered and beneficial owner of the Shares, with good
and marketable title thereto, free and clear of any pledge, lien, charge,
encumbrance or security interest of any kind and the Vendor has the power
and authority and right to sell the Shares in accordance with the terms of
this Agreement.
(c) The Vendor agrees to indemnify the Vendee for any loss whatsoever arising
out of, under or pursuant to any material loss suffered by the Vendee as a
result of any breach or inaccuracy of representation or warranty in this
Agreement.
Article 3
General
1. Three of the nine directors shall be designated by the Vendor and the
remaining six by the other stockholders.
2. One of the three members of the Executive Committee shall come from the
Vendor.
4. The 75% super-majority vote is required for the amendment of the articles
and by-laws.
5. The Vendor has the right to designate the president and plant manager.
6. The sales policy of the Vendee shall be that which is normally followed by
the Vendor.
7. The Vendor will provide the technology and know-how to the Vendee, and
the latter shall pay royalties for the same.
IN WITNESS WHEREOF the parties have executed this Agreement as of the date
above written:
_______________________ _______________________
_______________________ _______________________
_______________________ _______________________
REPUBLIC OF THE PHILIPPINES)
________________________SS
NOTARY PUBLIC
My commission expires on ____________
Commission serial no. _______________
Place of commission _________________
Office address ______________________
Roll No. ___________ IBP No. _________
PTR No. _____ Place _______Date______
Doc. No.________
Page No.________
Book No._______
Series of ______.