Registration Statement of a Foreign Private Issuer for Securities Issued in a Business-Combination Transaction — Form F-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: F-4 Registration Statement of a Foreign Private Issuer 251 1.21M
for Securities Issued in a
Business-Combination Transaction
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, 41 134K
Liquidation or Succession
11: EX-2.10 Plan of Acquisition, Reorganization, Arrangement, 6 19K
Liquidation or Succession
12: EX-2.11 Plan of Acquisition, Reorganization, Arrangement, 148 423K
Liquidation or Succession
13: EX-2.12 Plan of Acquisition, Reorganization, Arrangement, 71 176K
Liquidation or Succession
3: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, 50 127K
Liquidation or Succession
4: EX-2.3 Plan of Acquisition, Reorganization, Arrangement, 66 158K
Liquidation or Succession
5: EX-2.4 Plan of Acquisition, Reorganization, Arrangement, 66 161K
Liquidation or Succession
6: EX-2.5 Plan of Acquisition, Reorganization, Arrangement, 35 60K
Liquidation or Succession
7: EX-2.6 Plan of Acquisition, Reorganization, Arrangement, 12 25K
Liquidation or Succession
8: EX-2.7 Plan of Acquisition, Reorganization, Arrangement, 9 25K
Liquidation or Succession
9: EX-2.8 Plan of Acquisition, Reorganization, Arrangement, 10 23K
Liquidation or Succession
10: EX-2.9 Plan of Acquisition, Reorganization, Arrangement, 9 25K
Liquidation or Succession
14: EX-3.1 Articles of Incorporation/Organization or By-Laws 39 106K
15: EX-3.2 Articles of Incorporation/Organization or By-Laws 26 85K
16: EX-3.3 Articles of Incorporation/Organization or By-Laws 14 56K
17: EX-3.4 Articles of Incorporation/Organization or By-Laws 26 70K
18: EX-4.1 Instrument Defining the Rights of Security Holders 129 533K
19: EX-4.3 Instrument Defining the Rights of Security Holders 20 91K
20: EX-5.1 Opinion re: Legality 4 21K
21: EX-10.1 Material Contract 28 123K
30: EX-10.10 Material Contract 1 15K
31: EX-10.11 Material Contract 1 15K
32: EX-10.12 Material Contract 8 33K
22: EX-10.2 Material Contract 107 523K
23: EX-10.3 Material Contract 34 120K
24: EX-10.4 Material Contract 23 62K
25: EX-10.5 Material Contract 54 144K
26: EX-10.6 Material Contract 29 56K
27: EX-10.7 Material Contract 28 54K
28: EX-10.8 Material Contract 10 46K
29: EX-10.9 Material Contract 1 15K
33: EX-12.1 Statement re: Computation of Ratios 3± 24K
34: EX-21.1 Subsidiaries of the Registrant 14 47K
35: EX-23.2 Consent of Experts or Counsel 1 14K
36: EX-24.1 Power of Attorney 9 45K
37: EX-25.1 Form T-1 5 29K
38: EX-99.1 Miscellaneous Exhibit 15 78K
39: EX-99.2 Miscellaneous Exhibit 3 21K
EX-2.10 — Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
| EX-2.10 | 1st Page of 6 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
Exhibit 2.10
The following exhibit no. 2.10 constitutes a fair and accurate English
translation of the original copy of this document.
/s/ Michael P. Chitty
----------------------------------------
Michael P. Chitty
Company Secretary of Willis Corroon Group Limited
TRANSLATION
PURCHASE AND SALES AGREEMENT
BETWEEN
1. Deutsche Bank Aktiengesellschaft - hereinafter also referred to as "DB" -
with seat in Frankfurt am Main
Taunusanlage 12
60325 Frankfurt am Main
and
2. Willis Corroon GmbH - hereinafter also referred to as "WCG" -
Warburgstrasse 50
20354 Hamburg
and
3. Willis Corroon Group plc -- hereinafter also referred to as "WC" -
Ten Trinity Square
London EC3P 3AX
England
-2-
I.
OBJECT
DB is a limited partner in the limited partnership Jaspers Wuppesahl
Industrie Assekuranz GmbH & Co. KG - hereinafter also referred to as
"Company" -; the Company has a limited capital in the amount of
DM 6,800,000.00. DB holds a limited partnership share of 14.6% equal to
DM 992,800.00.
II.
PURCHASE AND TRANSFER
(1) DB hereby sells and transfers its limited partnership share to WCG.
(2) The purchase and transfer shall take place with all rights and duties in
particular with the right to receive dividend on 1 January 1999.
(3) Purchase and transfer shall become legally effective 31 December 1998/1
January 1999.
(4) The transfer of the limited partnership share shall become effective in
rem with the full payment of the purchase price.
(5) The assignment shall be in the form of singular succession. DB receives
no benefits from the limited partnership in connection with the assignment
of the limited partnership share.
(6) WCG hereby accepts the assignment of the limited partnership share at
the aforewritten conditions (para. 1 to 5).
-3-
III.
PURCHASE PRICE
(1) Purchase price for the sold limited partnership share shall be
DM 29,200,000.00 and is to be paid on 4 January 1999 to the account DB,
account no. 0034009 at Deutsche Bank AG, Frankfurt am Main, sort code
500 700 10.
DB is obligated to confirm the receipt of the purchase price in writing
without delay.
(2) WC hereby guarantees the full performance of all obligations of WCG
under this contract.
IV.
REPRESENTATIONS AND WARRANTIES
(1) DB guarantees to WCG that
a) the limited liability capital contribution regarding the sold limited
partnership share has been fully paid in,
and
b) it can dispose unrestrictedly about the sold limited partnership
share and that the share is not encumbered with any rights of third
parties.
(2) Moreover, the parties refer to the contracts concluded in connection
with the merger of Jaspers Industrie Assekuranz GmbH & Co. KG and C.
Wuppesahl & Co. Assekuranzmakler in particular to the framework agreement
and the representations and warranties given therein.
-4-
V.
APPROVALS
(1) On 22 January 1998 the Company approved the above mentioned share
transfer.
(2) All shareholders expressly waived their rights of first refusal and
similar rights - if any.
VI.
MISCELLANEOUS
(1) Should a provision of this agreement be or become ineffective this shall
not affect the effectiveness of the remaining provisions. Instead of the
ineffective provision or a regulation gap such legally admissable provision
shall be considered as agreed which, as far as possible corresponds to what
the parties intended or, within the meaning and purpose of the present
agreement, would have intended if they had recognized the ineffectiveness
of the provision or regulation gap in question.
(2) Changes of and amendments to the present agreement require for their
effectiveness written form unless notarial authentication is mandatory.
(3) All costs (including the costs of the notary public) incurred in
connection with the signing and performance of this agreement and all taxes
shall be paid by the WCG. Each of the contracting parties shall pay its
consultancy fees.
(4) Place of performance of this agreement shall be Frankfurt am Main.
-5-
Done in Frankfurt am Main on 22 January 1998
-----------------------------------------
for Deutsche Bank Aktiengesellschaft
-----------------------------------------
for Willis Corroon GmbH
-----------------------------------------
for Willis Corroon Group plc
↑Top
Filing Submission 0001047469-99-009929 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Wed., May 1, 4:31:28.1am ET 