Exhibit 10.52
DATED OCTOBER 21, 2015
SHARE PURCHASE AGREEMENT
AMONGST
ATC ASIA PACIFIC PTE. LTD.
(the Purchaser)
AND
AMERICAN TOWER INTERNATIONAL, INC.
(the Purchaser Guarantor)
AND
THE PERSONS SET OUT IN SCHEDULE I
(the Sellers)
AND
VIOM NETWORKS LIMITED
(the Company)
TABLE OF CONTENTS
1
DEFINITIONS AND INTERPRETATION
2
2
SALE AND PURCHASE OF THE SALE SHARES
15
3
CONDITIONS PRECEDENT
16
4
COMPLETION
21
5
CONDITION SUBSEQUENT
23
6
REPRESENTATIONS AND WARRANTIES
24
7
UNDERTAKINGS
28
8
CONFIDENTIALITY
37
9
INDEMNITY
38
10
WITHOLDING TAX MATTERS
42
11
FEES AND EXPENSES
42
12
TERMINATION
43
13
NOTICES
44
14
GOVERNING LAW
45
15
DISPUTE RESOLUTION
45
16
MISCELLANEOUS
47
SCHEDULE I
62
SCHEDULE II
68
SCHEDULE III
70
SCHEDULE IV
77
SCHEDULE V
81
SCHEDULE VI
82
SCHEDULE VII
84
SCHEDULE VIII
86
SCHEDULE IX
88
SCHEDULE X
90
SCHEDULE XI
94
(i)
SHARE PURCHASE AGREEMENT
This Share Purchase Agreement (this "Agreement") is executed on the 21st day of
October, 2015 (the "Execution Date"), at Delhi, India by and amongst:
1. ATC ASIA PACIFIC PTE. LTD., a company incorporated in Singapore having its
registered office at One Raffles Quay, North Tower, Level 25, Singapore 048583
(hereinafter referred to as the "Purchaser", which expression shall include its
successors and permitted assigns);
2. AMERICAN TOWER INTERNATIONAL, INC., a company incorporated in the State of
Delaware, United States of America, whose registered office is at 1209 Orange
Street, Wilmington, County of New Castle (hereinafter referred to as the
"Purchaser Guarantor", which expression shall include its successors and
permitted assigns);
3. THE PERSONS SET OUT IN SCHEDULE I, whose description is set out in Schedule I
(hereinafter collectively referred to as the "Sellers", which expression shall
include their successors and permitted assigns); and
4. VIOM NETWORKS LIMITED, a company incorporated under the Companies Act, 1956
and having its registered office at D-2, 5th Floor, Southern Park, Saket Place,
Saket, New Delhi 110017, India (hereinafter referred to as the "Company", which
expression shall include its successors and permitted assigns);
(The Purchaser, the Purchaser Guarantor, the Sellers and the Company are
hereinafter referred to each individually as a "Party" and collectively as the
"Parties".)
WHEREAS:
(A) The Company is engaged in the business of establishing and maintaining
passive telecom infrastructure (pursuant to IP-1 Registration (as defined
hereinafter)) and providing services in relation thereto and control of the day
to day management of the Company per the terms of the Existing Shareholders
Agreement (as defined hereinafter) is vested with senior executive personnel of
the Company.
(B) The Sellers collectively own 555,429,602 Equity Shares representing 83.86%
of the issued and outstanding equity share capital of the Company calculated on
a Fully Diluted Basis. As on the Execution Date, IIF is a preference shareholder
with its rights set out in the Investment Agreement and in accordance with the
Companies Act, 2013 (as may be modified, amended or re-enacted from time to
time) with no ability to direct the management of the Company and its
operations. Considering