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1. All of the plaintiffs' claims are dismissed.
2. The costs of lawsuit are assessed against the plaintiffs.
Reasons
1. Basic facts
A. 1) The Plaintiffs, Inc. I (hereinafter “I”) are the parties.
1) The shareholders of the Plaintiff Company A (hereinafter “Plaintiff A”) are the shareholders of the Plaintiff Company A.
2) The J (J; hereinafter referred to as the “J”) is a special purpose company established by K (K; hereinafter referred to as “K”) to purchase I as a subsidiary of the Plaintiff C. The Defendant is a 100% subsidiary of the J established in the Republic of Korea to purchase I.
B. On May 27, 2013, K entering into a contract with the Plaintiffs and J established J by promoting I acceptance from the end of 2012, and through the process of concluding a memorandum of understanding, conducting a verification inspection, and visiting the site, the current status of I shares held by the seller on the part of the seller and L and J, the buyer, are as follows.
C 747,50 common shares of shareholders C 747,500 common shares C 7,917,225 common shares D 1,600,075 common shares D 1,600,000 common shares C 105,242,50 common shares G 1,242,500 common shares 13,217,225 common shares 1,225 common shares 1,242,500 common shares totaling of 13,217,225 common shares 1,242,50 common shares (hereinafter “instant share sales contract”).
C. On June 3, 2013, immediately after the conclusion of the instant share purchase agreement, J established the Defendant, and the successor and transferee of Articles 9.4 and 9.4 of the said Agreement. The provisions of this Agreement are invoked for the benefit of the parties to the instant contract, their successors and successors.
provided that no Party to this Agreement may transfer or transfer any rights or obligations under this Agreement without the prior written consent of the other Party.
Despite the above provision, the buyer notifies the representative of the seller, and without the consent of the seller, transfers the rights and obligations under a single contract to the buyer's affiliate without the consent of the seller.