EXHIBIT 10.2


 


SHARE SALE AND PURCHASE
AGREEMENT


 


THIS SHARE PURCHASE
AGREEMENT (the “Agreement”)
is entered into as of this 28th day of December 2005 by and
among:


 


Mr. Paul
Ling (), an
ROC citizen and having his domicile at 11 Fl., 20 Chin-Nan Street, North Area,
Taichung City, Taiwan, ROC; and


 


Ms. J. R. Ho
(), an ROC
citizen and having her domicile at 5 Fl.-5, 187 Shin-Chin Road, North Area,
Taiwan, ROC (hereinafter referred to individually as a “Purchaser”, collectively, the “Purchasers”.)


 


Hardinge Inc., a
corporation duly organized and existing under the laws of the State of New
York, the U.S.A. and having its registered office at One Hardinge Drive,
Elmira, NY 14902-1507, U.S.A. (“Seller”);


 


(Each of the Purchaser
and the Sellers is hereinafter referred to individually a “Party”
and collectively, the “Parties”.)


 


W I T
N E S S E T H:


 


WHEREAS, Hardinge Taiwan
Limited (the “Company”),
a company limited by shares organized and existing under the laws of the
R.O.C., having its registered office at 4 Tse-Chiang San Road, Nan-Kang
Industrial Park, Nanto City, Taiwan, R.O.C., has a paid-in capital of
NT$103,750,000 with 10,375,000 issued and outstanding shares of common stock,
at a par value of Ten New Taiwan Dollars (NT$10) per share;


 


WHEREAS,
the Purchasers are willing to purchase a maximum of 1,623,580 shares in the
Company (the “Sale Shares”)
from the Seller if the Seller exercises its put option on the terms and
conditions hereinafter set forth.


 


NOW, THEREFORE,
in consideration of the foregoing and of the covenants and agreements herein
contained and intending to be legally bound, the Parties agree as follows:


 


ARTICLE 1.  OPTION AND SALE OF THE SALE SHARES


 


1.01         Option.   The Purchasers hereby grant to the Seller an irrevocable put option (the “ Option”),
exercisable in whole or in part by notice to the Purchasers, to sell 


 


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to the Purchasers the Sale Shares at the Purchase Price (as defined below),
during the period from the execution of
this Agreement to March 31, 2006 (the “Option Period”).


 


1.02         Sale
of the Sale Shares.  The Seller may exercise the Option by sending a written notice to the Purchasers within the Option Period (the “Notice”).  On the 30th business day after the Notice is received by the Purchasers (the
Closing Date), and pursuant to the terms and subject
to the conditions of this Agreement, the Seller shall sell, assign, transfer and deliver to the
Purchasers, and the Purchasers shall purchase and acquire from the Seller, the
Sale Shares, together with all rights attached or accrued thereto including the
right to all dividends and distributions declared, paid or made in respect
thereof on or after the date hereof.


 


1.03         Purchase
Price.  In consideration of the sale
and purchase of the Sale Shares as provided in Article 1.02 hereof, the
purchase price for the whole 1,623,580 shares shall be NT$93,885,137.  In case the Seller only exercises part of the
Option, the Purchase Price shall be calculated and determined pro rata (“Purchase Price”).


 


ARTICLE 2.  THE CLOSING


 


2.01         The
Closing.  Upon the terms and subject
to the conditions of this Agreement, the Closing of the transactions
contemplated herein will take place at the office of Lee & Li,
Attorneys-at-law at 7th Fl., 201 Tun Hua North Road, Taipei, Taiwan,
R.O.C on the Closing Date.


 


2.02         Deliveries
by the Sellers and the Company.  At
or prior to the Closing, the Seller shall or shall cause the Company to, as
applicable, deliver or have delivered each of the following to the Purchasers’
holding vehicle(s) as set forth in Article 3.02:


 


(1)           A
receipt issued by the Seller acknowledging the receipt of payment of the
Purchase Price and specifying the number of the Sale Shares being transferred
to the Purchasers as of the Closing Date;


 


(2)           Share
Certificates representing the Sale Shares, duly endorsed by the Seller,
together with all necessary documents as required by the Purchasers for
registration of share transfer for the Sale Shares; and


 


(3)           The shareholders’ roster of the Company having registered
therein the Purchasers as the shareholder holding the Sale Shares (the
shareholders roster shall be duly affixed with seals of the Company and its
Chairman of the Board of Directors).


 


2.03         Payment by the Purchaser. The Purchasers will be entitled to
receive NT$93,885,137 as net proceeds for their sale of shares under a separate
Share Purchase Agreement entered into between the Parties.  The Parties agree that Lee 


 


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and Li, the
custodian under the aforementioned agreement, shall remit the proceeds to an
account jointly opened by the Parties upon its receipt of a written instruction
from the Parties.  The proceeds deposited
in such joint account shall be used exclusively for purpose of effecting payment
of the Purchase Price by the Purchasers. 
Any interest generated from the account shall be used to pay any
Securities Transaction Tax payable for the sale of the Sale Shares by the
Seller.


 


ARTICLE 3.  CONDITIONS PRECEDENT


 


3.01         Purchasers’
Conditions to Closing.  The
obligation of the Purchasers to purchase the Sale Shares is subject to the
satisfaction of following conditions precedent on or before the Closing Date,
unless waived by the Purchasers in writing:


 


(1)   All government
approvals for the transaction contemplated herein in all relevant jurisdictions
have been obtained, including without limitation to the approvals of the R.O.C.
Investment Commission (the “FIA Approval”)
for the Purchaser’s purchase of the Sale Shares.


 


3.02         Seller’s
Conditions to Closing.  The
obligation of the Seller to sell the Sale Shares is subject to the satisfaction
of following conditions precedent on or before the Closing Date, unless waived
by the Seller in writing:


 


(1)   On
or prior to the Closing Date, the Purchasers shall each or jointly establish a
limited company (companies), to acquire the Sale Shares, whose shareholders
shall and remain being the Purchasers only. 
All corporate registration documentation and relevant approvals from the
competent authority shall be obtained by the Purchasers in a form and substance
satisfactory to the Seller on or prior to the Closing Date.


 


ARTICLE 4.  MISCELLANEOUS


 


4.01      Assignment.  The Purchasers may assign their rights under
this Agreement to one or two newly-formed corporations which are one hundred
percent controlled by them.


 


4.02      Confidentiality.  The Seller and the Purchasers agree to keep
confidential the terms and conditions of this Agreement and the transaction
contemplated hereunder.


 


4.03      Governing
Law.  This Agreement shall be
construed, interpreted and governed by the laws of the R.O.C., and the Parties
hereby consent to the exclusive jurisdiction of the Taipei District Court for
the first instance in any dispute arising hereunder.


 


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IN WITNESS WHEREOF, the
Parties have caused this Agreement to be duly executed as of the day and year
first above written.


 


 


	
  Hardinge Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /S/ J. PATRICK ERVIN

  	
   

  	
   

  
	
  By: J. Patrick Ervin

  	
   

  
	
  Title: Chairman of the
  Board,

  	
   

  
	
  Chief
  Executive Officer

  	
   

  
	
  and
  President

  	
   

  
			



 


 


	
  /S/ PAUL LING

  	
   

  
	
  Mr. Paul Ling ()

  



 


 


	
   

  	
   

  
	
  ID No.: B120692837

  
	
  Address: 11 Fl., 20
  Chin-Nan Street, North Area, Taichung City, Taiwan, ROC

  



 


	
  /S/ J. R. HO

  	
   

  
	
  Ms. J. R. Ho ()

  



 


 


	
   

  	
   

  
	
  ID No.: B221096742

  
	
  Address: 5 Fl.-5, 187
  Shin-Chin Road, North Area, Taiwan, ROC

  



 


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