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In May 2013, NSC repaid a $5.7 million loan payable to CW-Cooperatief by issuing additional shares of its stock.
−Removed: As a result of this share issuance to CW-Cooperatief, the Company indirectly acquired 99.99% of the ownership of NSC.
+Added: As a result of this share issuance to CW-Cooperatief, we indirectly acquired 99.99% of the ownership of NSC.
The Option Agreement contained an anti-dilution provision that required CW-Cooperatief to transfer or otherwise cause the individual shareholder to acquire, for a total price of $1 (regardless of their par or market value), shares in NSC of an amount sufficient to maintain the individual shareholder’s 25% ownership interest in NSC if (i) any new shares of NSC were issued subsequent to the execution of the Option Agreement (causing the individual shareholder’s 25% ownership interest in NSC to be decreased);
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and (d) order public officials in Mexico and credit institutions abroad to refrain from authorizing or executing any legal act related with the activities of the plaintiff, the co-defendants and the third party called to trial to avoid damages to third parties, including those with whom negotiations or any form of commercial or administrative activities, or activities of any other nature related with the “Rosarito” water desalination project, are being conducted.
−Removed: The Tenth Civil Judge granted, ex-parte, the preliminary relief sought by EWG, which resulted in the issuance of official writs to several governmental and public entities involved with the Project, including the registration of the pendency of the lawsuit in certain public records.
+Added: The Tenth Civil Judge granted, ex-parte, the preliminary relief sought by EWG, which resulted in the issuance of official writs to several governmental and public entities involved with the “Rosarito” water desalination project, including the registration of the pendency of the lawsuit in certain public records.
On October 16, 2018, NSC was served with the ordinary mercantile claim.
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On October 1, 2020, and following an order from a Federal Judge obtained by NSC, the Tenth Civil Judge resolved to (i) move the claim of EWG to arbitration, and (ii) suspend the corresponding ordinary mercantile procedure.
−Removed: Although EWG has certain remedies available to oppose to such resolution, at present NSC does not have knowledge of the filing thereof.
−Removed: Notwithstanding the resolution of the Tenth Civil Judge to move to arbitration, subparagraphs a) through e) that follow describe certain separate amparo claims, an appeal and an administrative act arising from or relating to such ordinary mercantile claim, all in chronological order.
−Removed: Due to the current global COVID-19 pandemic, most tribunals in Mexico have suspended their activities since March 2020, with certain such tribunals restarting activities in August 2020.
+Added: EWG challenged such resolution, arguing that its notification was not lawful.
+Added: The Tenth Civil Judge dismissed such challenge, and thereafter EWG filed a remedy against such dismissal, which remedy has not been resolved (notwithstanding that NSC appeared to vigorously oppose such remedy).
+Added: Notwithstanding the resolution of the Tenth Civil Judge to move to arbitration, subparagraphs a) and b) that follow describe certain separate amparo claims, an appeal and an administrative act arising from or relating to such ordinary mercantile claim, all in chronological order.
+Added: Due to the current global COVID-19 pandemic, most tribunals in Mexico have suspended their activities intermittently since March 2020, with certain such tribunals restarting activities in August 2020.
As such, several resolutions are pending issuance.
−Removed: a) AdR amparo claim against the preliminary relief sought by EWG.
−Removed: In April 2018, AdR filed an amparo against the official writs issued by the Tenth Civil Judge to two governmental entities.
−Removed: In May 2018, the amparo claim was amended to also request protection against additional official writs issued by the Tenth Civil Judge to two other governmental entities and one banking institution.
−Removed: In May 2018, the Third District Court for Amparo and Federal Trials in the State of Baja California with residence in Tijuana granted a temporary suspension of the effects and consequences of the claimed official writs issued by the Tenth Civil Judge pending a further determination by the Third District Court.
−Removed: Such suspension was granted definitively in July 2018, and in August 2018, a resolution determining that the claimed official writs are unconstitutional, was issued.
−Removed: EWG appealed such resolution, and in January 2020, the Collegiate Tribunal resolving such appeal dismissed the amparo filed by AdR.
−Removed: However, such dismissal does not adversely impact AdR, considering the resolution to the appeal mentioned in subparagraph b) that follows.
−Removed: b) Appeal filed by NSC against the preliminary relief sought by EWG.
+Added: a) Appeal filed by NSC against the preliminary relief sought by EWG.
The appeal remedy filed by NSC on November 7, 2018, mentioned previously, suspended the proceeding (through the posting of a guarantee by NSC) and was resolved in December 2019 and communicated to EWG in January 2020.
Such resolution revoked the order of the Tenth Civil Judge whereby EWG was granted the preliminary relief.
−Removed: c) Amparo filed by EWG against the revocation of the preliminary relief.
−Removed: In January 2020, EWG filed a new amparo claim against the resolution of the appeal remedy previously mentioned in item (ii).
+Added: b) Amparo filed by EWG against the revocation of the preliminary relief.
+Added: In January 2020, EWG filed a new amparo claim against the resolution of the appeal remedy previously mentioned in subparagraph a).
NSC has responded to this new amparo to vigorously oppose such amparo claim of EWG and to uphold the resolution of such appeal remedy.
−Removed: To this date, this amparo claim has not been resolved and, as such, it does not affect the revocation of the preliminary relief.
−Removed: d) Administrative cancellation of registrations before the Public Registry of Property.
−Removed: Despite the posting of a guarantee to release the preliminary relief sought by EWG within the ordinary mercantile claim, the Tenth Civil Judge failed to make the resolution effective, which would thereby rescind the previously mentioned preliminary relief granted to EWG.
−Removed: Consequently, on June 19, 2019 (i.e.
−Removed: before obtaining a resolution revoking the preliminary relief as mentioned previously), NSC filed before the Public Registry of Property of Baja California a cancellation request for the provisional lien and the preventive annotation recorded against NSC’s property in the public real estate records.
−Removed: On June 24, 2019, the Public Registry of Property of Baja California issued an encumbrances cancellation resolution, approving the release of the provisional lien and the preventive annotation recorded against NSC’s property in the public real estate records.
−Removed: Such encumbrances cancellation resolution was registered before the Public Registry of Property of Playas de Rosarito on June 25, 2019.
−Removed: On June 26, 2019, the Public Registry of Property of Playas de Rosarito issued a certificate of no liens with respect to the real estate owned by NSC.
−Removed: e) Amparo filed by EWG against the administrative cancellation of registrations before the Public Registry of Property.
−Removed: In November 2019, NSC learned that EWG had filed an amparo claim before the Third District Court in Tijuana against such encumbrances cancellation resolution, and in December 2019, NSC responded to such claim, vigorously opposing it.
−Removed: Thereafter, NSC submitted a motion to dismiss, based on the resolution of the appeal remedy mentioned previously in subparagraph b) revoking the preliminary
−Removed: relief, previously mentioned in item (ii).
−Removed: The Court resolved in favor of such motion to dismiss.
−Removed: However, EWG may file an appeal remedy against such resolution.
+Added: To this date, the resolution to this amparo claim has not been issued (notwithstanding that a final hearing within such procedure was held) and, as such, it does not affect the revocation of the preliminary relief.
Notwithstanding the resolution to move to arbitration mentioned previously, CW-Cooperatief has not been officially served with the ordinary mercantile claim, and AdR has not been notified that it has to appear for such trial.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.