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Sectors: Consumer Products (Durables)
Governing Law: France
Effective Date: September 30, 2005
Related Agreement Types:
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Private & Confidential


DATED 30 SEPTEMBER 2005
-------------------------------------


BRIGHTPOINT HOLDINGS BV (1)
AS SELLER
AND
INITIATIVE ET FINANCE INVESTISSEMENT
IN THE NAME AND ON BEHALF OF NEWCO (2)
AS PURCHASER


-------------------------------------


AGREEMENT FOR THE
SALE AND PURCHASE SUBJECT TO
CONDITIONS
OF 100% OF THE SECURITIES OF
BRIGHTPOINT FRANCE AND TRANSFER
OF SHAREHOLDER LOAN


-------------------------------------


CONTENTS


CLAUSE PAGE 1 Definitions 2


2 Sale and Purchase of the Securities; Transfer of Shareholder Loan 5


3 Conditions precedent - Seller Actions Pending Closing 9


4 Closing 10


5 Representations and Warranties of Seller 11


6 Representations and Warranties of the Purchaser 18


7 Covenants 19


8 Indemnification by Seller 20


9 Indemnification by Purchaser 23


10 General 23


1


THIS AGREEMENT is made BETWEEN:


(1) BRIGHTPOINT HOLDINGS BV, a limited liability company (besloten
vennootschap) constituted under the laws of the Netherlands, having
its registered office at 55 Rokin, 1012KK Amsterdam, the Netherlands,
registered with the Trade Register (Handelsregister) of Amsterdam
under number 24284025, represented by its chief executive officer,
Steven Edward Fivel, hereinafter referred to as the "SELLER";


AND


(2) INITIATIVE & FINANCE INVESTISSEMENT IFI, a French corporation (societe
anonyme) with a share capital of EUR 48,318,951, having its registered
office at 96, avenue d'Iena 75783 Paris Cedex 16, registered with the
Registry of Commerce and Companies of Paris under single
identification number 330 219 882 RCS Paris, represented for the
purposes hereof by its management company, INITIATIVE ET FINANCE
GESTION, itself represented by Mr Matthieu Douchet, in his capacity as
Director associate, hereinafter referred to as the "PURCHASER"),


INITIATIVE ET FINANCE INVESTISSEMENT acting in its own name and on behalf of any commercial company it may incorporate for the purpose hereof.


(the Seller and the Purchaser being referred to collectively hereinafter as the "PARTIES").


WHEREAS:


(A) Brightpoint (France) SARL is a French limited liability company
(societe a responsabilite limitee) with a share capital of EUR 900,000
(nine hundred thousand Euro), registered with the Registry of Commerce
and Companies of Bobigny under single identification number 417 753
217 RCS Bobigny, having its registered office at 14, rue Davoust 93698
Pantin (hereinafter referred to as "BRIGHTPOINT FRANCE" or the
"COMPANY").


(B) The Seller is the owner of sixty thousand (60,000) Securities with a
par value (valeur nominale) of EUR 15 (fifteen Euro) each (the
"SECURITIES"), representing one hundred percent (100%) of the share
capital and voting rights of the Company.


(C) The Company owns or will on the Closing Date own all of the shares or
interests ("actions" or "parts sociales") in each of the following
companies:


o Eurocom Systems, a French corporation (societe anonyme) with a
share capital of EUR 736,200 (seven hundred and thirty-six
thousand, two hundred Euro), registered with the Registry of
Commerce and Companies of Bobigny under single identification
number 339 824 237 RCS Bobigny, having its registered office at
14, rue Davoust 93698 Pantin (hereinafter referred to as
"EUROCOM");


o Mega-Hertz, a French limited liability company (societe a
responsabilite limitee) with a share capital of EUR 7,500 (seven
thousand, five hundred Euro), registered with the Registry of
Commerce and Companies of Bobigny under single identification
number 381 774 975 RCS Bobigny, having its registered office at
14, rue Davoust 93698 Pantin (hereinafter referred to as
"MEGA-HERTZ"); and


o Mega-Hertz Entreprises, a French limited liability company
(societe a responsabilite limitee) with a share capital of EUR
8,000 (eight thousand Euro), registered with the Registry of
Commerce and Companies of Bobigny under single identification
number 439 602 509 RCS Bobigny, having its registered office at
14, rue Davoust 93698 Pantin (hereinafter referred to as
"MEGA-HERTZ ENTREPRISES");


(D) Eurocom owns or will on the Closing Date own all of the shares in
Autocom, a French limited


liability company (societe a responsabilite limitee) with a share
capital of EUR 7,774.90 (seven thousand, seven hundred and
seventy-four Euro and ninety Euro cents), registered with the Registry
of Commerce and Companies of Bobigny under single identification
number 411 121 122 RCS Bobigny, having its registered office at 14,
rue Davoust 93698 Pantin (hereinafter referred to as "AUTOCOM")


(Eurocom, Autocom, Mega-Hertz and Mega-Hertz Entreprises being
referred to collectively as the "SUBSIDIARIES" and the Company and the
Subsidiaries being referred to collectively as the "GROUP COMPANIES").


(E) NEWCO is an acquisition vehicle constituted for the purposes of the
acquisition referred to herein, certain of the principals and
shareholders of which will be Mr. Daniel Krys, the Commercial Director
(Directeur Commercial) and Mr. Stewart Mann, previously the Financial
Director (Directeur Financier) of the Company (collectively, the
"MANAGERS").


(F) The Seller wishes to sell the Securities and to transfer the
Shareholder Loan to the Purchaser, and the Purchaser wishes to
purchase the Securities and acquire the Shareholder Loan from the
Seller, subject to and in accordance with the terms of the present
Agreement.


NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:


1 DEFINITIONS


1.1 In this Agreement, the following terms have the following meanings:


"ACCOUNTING PRINCIPLES" means generally accepted accounting principles
in France.


"AFFILIATE" when used with reference to a specified person, means any
person that directly, or indirectly through one or more
intermediaries, controls, is controlled by or is under common control
with the specified Person. For the purposes hereof, the term "control"
(including the terms "controlling", "controlled by" and "under common
control with") shall have the meaning ascribed to the term "controle"
in Article L. 233-3 of the French Commercial Code (Code de Commerce).


"AGREEMENT" means this share purchase agreement and its Schedules and
Exhibits, as the same may, from time to time, be amended, supplemented
or modified.


"BASE PURCHASE PRICE" has the meaning specified in Clause 2.3.2.


"BASE PURCHASE PRICE PAYMENTS" has the meaning specified in Clause
2.3.2(b).


"BUSINESS" means the principal business activity of the Group
Companies prior to the Closing Date, which involves the supply of
services and the sale on the French territory of products relating to
wire and mobile communication as well as components and accessories in
relation thereto.


"BUSINESS DAY" means a day, other than a Saturday or Sunday or public
holiday in France, on which commercial banks in Paris, France are open
for business and in particular, the transfer of monies.


"CLAUSES" means the clauses of this Agreement unless otherwise stated.


"CLOSING" means the closing of the sale by the Seller and purchase by
the Purchaser of the Securities and the transfer of the Shareholder
Loan and the other transactions contemplated in connection therewith
in accordance with the terms hereof as envisaged by Clause 4.


"CLOSING DATE" means the date on which the Closing takes place, which
shall occur within 10 (ten) Business Days following the expiry date of
the period referred to in Clause 2.4.3 or such


later date (but no later than the Closing Deadline Date) as is
mutually agreed by in writing by the Seller and the Purchaser.


"CLOSING DEADLINE DATE" means November 1, 2005, or at the expiry date
of a 15-Business Days period starting from the date of delivery of the
Closing Financial Statements by the Seller, pursuant to Clause 2.4.1.


"CLOSING FINANCIAL STATEMENTS" means the audited interim consolidated
accounts of the Group Companies as at September 30, 2005, prepared by
Ernst & Young France, as referred to in Clause 2.4.1.


"COMPANY" has the meaning specified in the Recitals.


"DEED OF TRANSFER" deed of transfer (acte constatant la realisation de
la cession des Titres) to be executed for tax registration purposes
only between the Purchaser and the Seller on the Closing, in a form
mutually agreed;


"DEFERRED BASE PURCHASE PRICE PAYMENTS" has the meaning specified in
Clause 2.3.2(b)(ii) below.


"DEFERRED PURCHASE PRICE PAYMENTS" means, collectively:


o the Deferred Base Purchase Price Payments; and


o the Supplementary Purchase Price Payments.


"EBITDA" has the meaning set out in Schedule 1.


"ENCUMBRANCE" means, for an asset (including any share or security) of
any Group Companies and for the securities, any liens (suretes),
claims, charges, easements, mortgages, encumbrances or restrictions of
any sort, prior approval clause, put or call options, undertakings to
secure, options or rights of first refusal or preemptive right or any
other third party right or obligation of whatever sort affecting its
ownership, its transfer or the exercise of any other right with
respect thereto.


"FRENCH TAX AUTHORITIES" means the Direction General des Impots of the
Ministere de l'Economie, des Finances et de l'Industrie, and/or any
other Governmental Authority charged with the collection of Taxes in
France.


"GOVERNMENTAL AUTHORITY" means, both in France and outside of France,
any court or other judicial authority or governmental, administrative
or regulatory body, department, agency, commission, authority or
instrumentality;


"GROUP COMPANIES" has the meaning specified in the Recitals.


"INITIAL BASE PURCHASE PRICE PAYMENT" has the meaning specified in
Clause 2.3.2(b)(i) hereof.


"MANAGERS" has the meaning set forth in the Recitals.


"MATERIAL CONTRACTS" means those certain contracts, loan documents,
commitments, agreements and guarantees or other undertakings to which
any of the Group Companies is a party and which are material to the
carrying on of the Business, the management, development and marketing
of the Group Companies, as set forth in Schedule 5 hereof.


"ORDINARY COURSE OF BUSINESS" means the ordinary and usual course of
business conducted by the Group Companies consistent with past custom
and practice.


"PARTIES" has the meaning specified in the Recitals.


"PERSON" means any natural person (personne physique) or legal entity
(personne morale).


"PROCEEDING" means any action, suit, claim or legal, administrative,
arbitration or other alternative dispute resolution proceeding or
investigation (collectively "PROCEEDINGS").


"PURCHASER CLAIM(S)" has the meaning specified in Clause 8.2.


"PURCHASER LOSS" has the meaning specified in Clause 8.1.


"PURCHASER WARRANTIES" means the representations and warranties made
by the Purchaser to the Seller in Clause 6.


"RECITALS" means the paragraphs of this Agreement set out under
"Whereas" above.


"SALES PARTIES" has the meaning specified in the Recitals.


"SCHEDULE(S)" means the schedule(s) to this Agreement.


"SELLER GROUP" means the Seller and all the Affiliates of the Seller.


"SELLER WARRANTIES" means the representations and warranties made by
the Seller to the Purchaser in Clause 5.


"SHAREHOLDER LOAN" means the shareholder loan (compte courant
d'actionnaire) extended by the Seller to the Company, in the aggregate
principal and interests amount on the Date of Signature of EUR
11,656,367.67.


"SHAREHOLDER LOAN TRANSFER" means the assignment and transfer by the
Seller to the Purchaser of the rights of the Seller to payment by the
Company of the amounts due by the Company to the Seller under the
Shareholder Loan, effected by way of cession de creances pursuant to
the Shareholder Loan Transfer Agreement.


"SHAREHOLDER LOAN TRANSFER AGREEMENT" means an agreement to be
prepared on the Closing Date providing for the Shareholder Loan
Transfer. "SHAREHOLDER LOAN TRANSFER AMOUNT" has the meaning specified
in Clause 2.2.1 below.


"SHAREHOLDER LOAN TRANSFER AMOUNT PAYMENTS" means, collectively, each
of the Base Purchase Price Payments and the Supplementary Purchase
Price Payments.


"SECURITIES" has the meaning specified in the Recitals.


"SIGNATURE DATE" means the date on which the present Agreement is
signed, as set forth on the signature page hereof.


"SUBSEQUENT FINANCIAL STATEMENTS" has the meaning specified in Clause
2.3.3(b) hereof.


"SUBSEQUENT FINANCIAL YEARS" has the meaning specified in Clause
2.3.3(b) hereof.


"SUBSIDIARIES" has the meaning specified in the Recitals.


"SUPPLEMENTARY PURCHASE PRICE" and "SUPPLEMENTARY PURCHASE PRICE
PAYMENT" have the meaning specified in Clause 2.3.3.


"TAX" means any taxes, duties, deductions, contributions or charges
(including social security (Securite Sociale) contributions and
parafiscal charges), including in particular, income tax, capital
gains tax, property tax, business tax, withholding tax, indirect
taxes, local taxes, value added tax, salary and employment taxes,
registration or stamp duties, customs duties (droits de douane)
imposed or collected by any State or by any organization or local
authority, national or


supranational, and including interest, penalties, fines, reassessments
and other related charges; and "TAXATION" shall be construed
accordingly.


"TAX REGULATION" means Tax or customs law, as well as decrees, orders
or other texts of application or interpretation of the relevant law
applicable in a given country, as well as any international treaty.


"TRADEMARK LICENSE AGREEMENT" means an agreement to be signed at
Closing pursuant to which:


o Brightpoint Inc shall grant at no cost the Company and its
Subsidiaries a license to use the "Brightpoint" name for a
period of nine months following the Closing Date (the
"TRADEMARK LICENSE PERIOD") and shall allow the use by the
Group Companies of the domain name "Brightpoint.fr"
[however, solely on receive-only service] for 12 months
following the Closing Date; and


o the Company shall agree (in its own name and on behalf of
the Subsidiaries) to cease using the Brightpoint name for
commercial purposes (including without limitation in its
business activities, in its legal name (raison sociale) and
for internet domain purposes), no later than at the end of
the duration provided for under the above paragraph.


"TRANSACTION" has the meaning ascribed to it in Clause 2.1.1.


1.2 In this Agreement, unless the context requires otherwise:


1.2.1 references to any French legal term for any action, remedy, method of
judicial proceeding, legal document, legal status, court, official or
any legal concept or thing shall in respect of any jurisdiction other
than France, as the case may be, be deemed to include what most nearly
approximates in that jurisdiction to the French legal term;


1.2.2 references to time are to Paris time; and


1.2.3 words importing the singular include the plural and vice versa, words
importing a gender include every gender and references to persons
include corporations, partnerships and other unincorporated
associations or bodies of persons.


2 SALE AND PURCHASE OF THE SECURITIES; TRANSFER OF SHAREHOLDER LOAN


2.1 Sale and Purchase of the Securities; Shareholder Loan Transfer


2.1.1 Upon and subject to the terms and conditions of this Agreement, and in
particular subject to the satisfaction of the Conditions Precedent on
the Closing Date:


(a) the Seller shall sell to the Purchaser, and the Purchaser shall
purchase from the Seller, the Securities, free and clear from all
Encumbrances and other third party rights, as well as all rights
now or hereafter attaching to the Securities, including but not
limited to, voting and distribution rights with effect from the
Closing Date, it being specified that the Company shall own on
the Closing Date 100% of the Securities of the Subsidiaries; and


(b) the Seller shall assign and transfer to the Purchaser, and the
Purchaser shall acquire from the Seller, the Seller's rights to
payment from the Company of the amounts due and owing to the
Seller under the Shareholder Loan, pursuant to the Shareholder
Loan Transfer


(such transactions being referred to collectively in this Agreement as
the "TRANSACTION").


2.1.2 The sale of the Securities and the Shareholder Loan Transfer shall
occur on the Closing Date and such transfer shall be deemed to occur
simultaneously with the other actions described in Clause 4 (Closing)
below.


2.2 Securities purchase price


The purchase price for the Securities shall be equal to an amount of
EUR 1,000 (one thousand Euro) payable by the Purchaser to the Seller,
in full on the Closing Date.


2.3 Shareholder Loan Transfer Amount and Payment


2.3.1 Shareholder Loan Transfer Amount


The aggregate transfer amount payable by the Purchaser to the Seller
for the Shareholder Loan (the "SHAREHOLDER LOAN TRANSFER AMOUNT")
shall consist of the sum of the following amounts:


(a) the Base Purchase Price, as such term is defined in Clause
2.3.2(a) hereof, payable in two Base Purchase Price Payments as
set forth in such Clause 2.3.2; and


(b) the Supplementary Purchase Price, as such term is defined in
Clause 2.3.3 hereof, payable in one or more Supplementary
Purchase Price Payments as set forth in such Clause 2.3.3.


Furthermore, the shareholders of NEWCO undertake to pay, and IFI shall
cause such shareholders to pay, an amount to the Seller equal to 5%
(five percent) of the total price resulting from the transfer (in one
or several stages) of the securities constituting the share capital of
the Purchaser (or of the value of all other kinds of compensation
received by reason of such transfer) pursuant to the terms (investment
by the Seller in the share capital of the Purchaser up to 4.99%,
"golden share" giving a preferred and absolute right to the amount of
5% referred to above, etc.) and such other terms and conditions to be
mutually agreed upon between the Seller and Initiative & Finance
Investissement at the latest on the Closing Date (it being specified
that such terms and conditions (i) shall not be less favourable than
those granted to the Managers in terms, inter alia, of pre money
valuation of the share capital of the Purchaser, dividend rights, tag
along and drag along rights obligations, information rights or such
other rights of the same nature granted to minority shareholders under
a shareholders agreement, but (ii) shall not grant any right to the
Seller to intervene in the affairs of, or to vote, with respect to the
Company and its Subsidiaries).


2.3.2 Base Purchase Price


(a) The base price for the transfer of the Shareholder Loan (the
"BASE PURCHASE PRICE") shall be equal to EUR 2,800,000 (two
million, eight hundred thousand Euro);


(b) The Base Purchase Price shall be payable by the Purchaser to the
Seller in the following amounts and at the following times (the
"BASE PURCHASE PRICE PAYMENTS"):


(i) on the Closing Date, the Purchaser shall pay to the Seller
an amount (the "INITIAL BASE PURCHASE PRICE PAYMENT") equal
to EUR 2,150,000 (two million, one hundred fifty thousand
Euro).


(ii) thereafter, the Purchaser shall pay to the Seller one (1)
additional Base Purchase Price Payment (the "DEFERRED BASE
PURCHASE PRICE PAYMENT"), equal to EUR 650,000 (six hundred
fifty thousand Euro), such payment to be made at the latest
on March 31st, 2006.


2.3.3 Supplementary Purchase Price


(a) The Purchaser shall pay the Seller as consideration for the
Shareholder Loan transfer and in addition to the Base Purchase
Price, an aggregate amount, not in excess of EUR 2,750,000 (two
million, seven hundred fifty thousand Euro), calculated in
accordance with this Clause 2.3.3 (the "SUPPLEMENTARY PURCHASE
PRICE").


(b) Within one hundred and twenty (120) days following the close of
each financial year (exercice social) of the Group Companies
occurring in calendar years 2006, 2007, 2008 and 2009 (the
"SUBSEQUENT FINANCIAL YEARS)", the Purchaser shall cause the
Company to prepare its audited consolidated financial statements,
which have been audited by a certified public accounting firm
acceptable to Seller, for such financial year in accordance with
the Accounting Principles and in the same format as that used for
the Closing Financial Statements (the "SUBSEQUENT FINANCIAL
STATEMENTS", it being specified that the Subsequent Financial
Year 2009 shall only be taken into account for the purpose of
determining the Supplementary Purchase Price, in the event
referred to in paragraph (d) below). Immediately upon each of
such Subsequent Financial Statements becoming available, the
Purchaser shall transmit a copy thereof to the Seller. The
Purchaser shall cause the Company to make its books and records
available upon request to the Seller for the purposes of
verifying such Subsequent Financial Statements (in a manner which
shall not disrupt the ordinary course of business of the Group
Companies). The Purchaser acknowledges that the financial year of
each of the Group Companies currently corresponds to the calendar
year (January 1 - December 31) and the Purchaser undertakes to
refrain from changing the financial year of any of the Group
Companies until the full amount of the Supplementary Purchase
Price Payments have been made, unless pro forma financial
statements as at 31st December are issued every year (as audited
by the Company's Auditor).


(c) No later than 30 (thirty) days following such transmission to the
Seller of each Subsequent Financial Statement 2006, 2007 and
2008, the Purchaser shall, subject to the provisions of paragraph
(e) below, pay to the Seller twenty-five percent (25%) of the
amount of EBITDA of each such Subsequent Financial Years, it
being specified that the maximum amount to be paid by the
Pu
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