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LPL » Topics » Article 5. Capital Contribution and Registration of Shares

This excerpt taken from the LPL 20-F filed Apr 11, 2005.

Article 5. Capital Contribution and Registration of Shares

 

5.1 The obligation of LPL to subscribe new shares issued by the JVC as contemplated hereby is subject to the satisfaction of the following conditions:

 

  (a) Accuracy of Representations and Warranties: Each of the representations and warranties of NEG contained herein shall be true, correct, and complete in all material respect as of the Closing Date.

 

  (b) Covenants: NEG shall have been in full compliance with each of its covenants and obligations hereunder.

 

  (c) Government Approvals: All the necessary Government Approvals of this Agreement shall have been obtained.

 

  (d) Corporate Approval: All the necessary corporate approvals of the Parties for this Agreement and the consummation of the transactions contemplated hereunder shall have been obtained.

  (e) Execution of Certain Agreements: All of the Related Agreements shall have been executed by the Parties thereto.

 

5.2 The obligation of NEG to ensure that the issuance of new shares of the JVC to LPL as contemplated hereby is subject to the satisfaction of the following conditions:

 

  (a) Accuracy of Representations and Warranties: Each of the representations and warranties of LPL contained herein shall be true, correct and complete in all material respect as of the Closing Date.

 

  (b) Covenants: LPL shall have been in full compliance with each of its covenants and obligations hereunder.

 

  (c) Government Approvals: All the Government Approvals of this Agreement shall have been obtained.

 

  (d) Corporate Approval: All the necessary corporate approvals of the Parties for this Agreement and the consummation of the transactions contemplated hereunder shall have been obtained.

 

  (e) Execution of Certain Agreements: All of the Related Agreements shall have been executed by the parities thereto.

 

5.3 On the Closing Date, subject to satisfaction of all the conditions described in Sections 5.1 and 5.2, LPL shall pay the first installment of 666,660,000 Korean won (total aggregate installment amount shall be 14,400,000,000 Korean won in accordance with the schedule to be agreed to by the Parties) to the JVC. As of the Closing Date, NEG shall ensure that JVC shall issue to LPL 66,666 new shares of voting common stock of the JVC with par value of 10,000 Korean Won per share. Further, the Parties shall ensure that JVC shall issue (i) total of 1,440,000 new shares to LPL, and (ii) total of 2,060,000 new shares to NEG in accordance with the schedule to be agreed to by the Parties.

 

5.4 Unless the Parties otherwise agree in writing or it is otherwise stipulated in this Agreement, each Party (together with such lawful transferees as are permitted herein) shall hold the following proportion of the voting common shares of the JVC:

 

  (a) NEG: Sixty percent (60%)

 

  (b) LPL: Forty percent (40%)

 

The above ownership ratios may be changed only if the Parties agree so in writing.

5.5 Any shares issued by the JVC shall be common shares of one class and shall be registered in nominative form having a par value of ten thousand (10,000) Korean Won per share. Each share shall have one voting right.

 

5.6 Following the issuance of new shares to LPL, during the term of this Agreement, each share certificate issued by the JVC will bear the following words:

 

“Transfer of the shares of stock represented by this certificate is restricted subject to the provisions of the Korean Commercial Code, the Company’s Articles of Incorporation and the Joint Venture Agreement dated February 23, 2005, between Nippon Electric Glass Co., Ltd., LG. Philips LCD Co., Ltd. and the Company, a copy of which is on file at the principal office of the Company.”

 

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