Audiovox 2012 Annual Report Download - page 97

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3. Sale and Purchase of Shares; Rights to Profits
3.1 Subject to the terms set forth in this Agreement each of the Sellers hereby sells ( verkauft) the Transaction Shares set
forth opposite his/its name in the table set forth in Section 1.2 to the Purchaser, and the Purchaser hereby purchases
(kauft) the respective Transaction Shares from the respective Seller.
3.2 The Sellers shall assign and transfer (abtreten) with effect in rem (mit dinglicher Wirkung) the Transaction Shares to
the Purchaser on the Completion Date in accordance with Section 8.2.b hereinafter.
3.3 The sale and purchase of the Transaction Shares shall occur with economic effect as of the Effective Date together with
any and all rights pertaining to the Transaction Shares, including the right to receive dividends for periods as from the
Effective Date and undistributed dividends for prior periods.
3.4 LG's and JB's spouses have approved the sale and assignment of the Transaction Shares held by LG and JB in
accordance with Section 1365 para. (1) of the German Civil Code as set forth in the declarations attached as
Annex 3.4.
3.5 The Sellers hereby grant their mutual consent to the sale and transfer of the Transaction Shares as set forth herein by
way of a shareholders' resolution waiving all formal requirements for the calling and holding of such shareholder
meeting, and waive all of their respective pre-emptive or similar rights.
4. Sale of Shareholder Loans; Rights to Interest
4.1 Subject to the terms set forth in this Agreement, VS and IRS hereby sell ( verkaufen) their respective Shareholder
Loans set forth opposite his/its name in the table set forth in Section 1.3 to the Guarantor, and the Guarantor hereby
purchases (kauft) the respective Shareholder Loans from the respective Seller.
4.2 VS and IRS on the one hand and the Guarantor on the other hand agree that the respective Shareholder Loans sold and
purchased hereunder are not assigned (abgetreten) by virtue of this Agreement but will be assigned ( abgetreten) with
effect in rem (mit dinglicher Wirkung) on the Completion Date by means of a separate assignment agreement in
accordance with Section 8.2.c hereinafter.
4.3 The Guarantor shall assume all rights and obligations of VS and IRS under the Subordination Agreements with effect as
of the Completion Date and agrees hereby to fully comply as of the Completion Date with the terms and conditions as
set forth in the Subordination Agreements.
4.4 The sale and purchase of the Shareholder Loans shall occur with economic effect as of the Effective Date together with
any and all rights pertaining to the Shareholder Loans, including the right to receive interest for periods as from the
Effective Date and unpaid interest for prior periods.
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