Completion Actions. On the Completion Date but after the payment of the Consideration Payment in accordance with Clause 12.2, the following actions will be taken, each such action being conditional upon all actions having occurred in the sequence set out below: (a) the Sellers shall deliver evidence that the capital structure of the Company has been amended, inter alia by amending the Articles of Association in the agreed form attached hereto as Annex 12.3; (b) the Sellers shall deliver to SFX an estimated balance sheet as per the Completion Date; (c) the Sellers shall deliver to the Notary the shareholders register of the Company which reflects the Sellers as the owner of the Shares without any Encumbrances; (d) the Sellers shall deliver to the Purchaser the written resignation of the sole member of the management board of the Company from its office as a member of the management board, with effect as of immediately after Completion in acknowledging that it relinquishes any rights that it may have under any contract of employment with the Company or under any statutory provision including any right to damages for wrongful dismissal, redundancy payment or compensation for loss of office or unfair dismissal; (e) the Sellers shall pass a written shareholders’ resolution of the Company (i) accepting the resignation of and giving full discharge (décharge) to the resigning management board member and (ii) appointing ▇▇ ▇. Hardenberg and ▇▇ ▇. Lewis as members of the management board of the Company all with effect as of immediately after Completion; (f) the Sellers shall deliver to the Purchaser a written statement that, with effect as of Completion (i) all indebtedness owed to any of the Group Companies by either any of the Sellers or any Related Person of the Sellers, as applicable and (ii) all indebtedness owed by any of the Group Companies to either any of the Sellers or any Related Person of the Sellers, as applicable, has been fully paid, except with regard to any (x) indebtedness owed to or by ▇▇▇▇▇ ▇▇▇▇▇ Production B.V. and/or its affiliates in the ordinary course of business, (y) indebtedness up to a total amount of EUR 25,000 (in words: twenty-five thousand euro) per Seller and / or (z) indebtedness as expressly provided otherwise in this Agreement; (g) the Sellers shall deliver to the Notary powers of attorney duly executed on behalf of each of the Sellers and the Company, respectively, and the Purchaser shall deliver to the Notary a power of attorney duly executed on behalf of the Purchaser, authorized its representative to attend to and to execute the Deed of Transfer; (h) the Sellers shall deliver to the Purchaser the executed copies of the Management Agreements; (i) the Sellers shall deliver to the Purchaser the Disclosure Letter; (j) the Sellers shall deliver to the Purchaser a written confirmation that ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ have entered into an addendum to their employment agreement after Completion, including proper intellectual property-, non-solicitation and relationship clauses; (k) the Sellers shall provide the Purchaser with a draft budget for the financial year 2015; and (l) the general meeting of shareholders of each of the Sellers has approved the Transaction;
Appears in 1 contract
Completion Actions. On At Completion, the Completion Date but after Seller and the payment of the Consideration Payment in accordance with Clause 12.2, Purchaser shall procure that the following actions will be taken, each such action being conditional upon all actions having occurred are taken in the sequence set out belowfollowing sequence:
(a) the Sellers Purchaser shall deliver evidence that transfer, or shall procure the capital structure of transfer of, an amount equal to the Company has been amendedCompletion Payment Amount to account no. ▇▇.▇▇.▇▇.▇▇▇, inter alia by amending the Articles of Association IBAN ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇, BIC ▇▇▇▇▇▇▇▇, in the agreed form attached hereto as Annex 12.3name of De Brauw Blackstone Westbroek N.V. Kwaliteitsrekening, with reference to “Project Horizon - 20570961”, which amount must be credited to the account no later than 10:00 AM CET on the Completion Date and with value on the Completion Date. The amount equal to the Completion Payment Amount shall be held by the Notary in accordance with the Notary Letter;
(b) the Sellers Purchaser shall deliver to SFX an estimated balance sheet as per the Completion Date;Seller evidence of (i) the availability of the SNP Purchase Price for purposes of payment pursuant to Clause 7.2(o) and (ii) the irrevocable and unconditional instruction of the Purchaser to its bank to pay the SNP Purchase Price in accordance with Clause 7.2(o) immediately upon receipt by that bank of a certificate issued by the Notary confirming that the transfer of the Shares in accordance with Clause 7.2(l) has been completed.
(c) the Sellers Purchaser shall deliver to the Notary the shareholders register Seller evidence of the Company which reflects the Sellers as the owner due satisfaction of the Shares without any EncumbrancesCompletion Condition set out in Clause 4.1.1;
(d) the Sellers Seller shall deliver to the Purchaser evidence of the due satisfaction of the Completion Conditions set out in Clauses 4.1.2 and 4.1.3 and that the Notary Letter has been duly signed by the relevant agent(s) under the Existing Bank Facilities and/or the lenders under the Existing Bank Facilities;
(e) the Seller shall deliver or make available to the Purchaser the Leakage Statement;
(f) the Seller shall deliver to the Purchaser the written resignation Deeds of Release and confirmation that all Group Companies are released from any Guarantee obligations in relation to the Existing Bank Facilities with effectiveness immediately prior to the execution of the sole Dutch Deeds of Transfer;
(g) the Seller shall deliver to the Purchaser evidence that each member of the management board of Seller’s Group (excluding the Company from its office as a member of the management board, with effect as of immediately after Completion in acknowledging that it relinquishes Group Companies) irrevocably waives (i) any rights that of recourse (regresrecht) it may have under against any contract of employment with the Company or under any statutory provision including any right to damages for wrongful dismissal, redundancy payment or compensation for loss of office or unfair dismissal;
(e) the Sellers shall pass a written shareholders’ resolution of the Company (i) accepting Group Companies by reason of the resignation performance by it of and giving full discharge (décharge) to any obligation under the resigning management board member Existing Bank Facilities or the performance of any action by it as part of the Reorganisation or the Debt Settlement Plan, and (ii) appointing ▇▇ ▇. Hardenberg and ▇▇ ▇. Lewis as members any claims for Losses suffered or incurred by the Seller’s Group against any of the management board of Group Companies, all in a form which is satisfactory to the Company all with effect as of immediately after CompletionPurchaser acting reasonably;
(fh) the Sellers Seller shall deliver to the Purchaser a written statement thatthat the Seller’s Warranties as included in Paragraph 1 (Ownership of the Shares, with effect incorporation, authority, corporate action) and Paragraph 2 (Corporate Information) of Schedule 12 (Seller’s Warranties) are true and accurate as of Completion at Completion;
(i) all indebtedness owed the Seller shall deliver to any the Purchaser the original shareholders register of each Company;
(j) the Group Companies by either any of Seller, the Sellers or any Related Person of Purchaser and the Sellers, as applicable and (ii) all indebtedness owed by any of Escrow Agent shall execute the Group Companies to either any of the Sellers or any Related Person of the Sellers, as applicable, has been fully paid, except with regard to any (x) indebtedness owed to or by ▇▇▇▇▇ ▇▇▇▇▇ Production B.V. and/or its affiliates in the ordinary course of business, (y) indebtedness up to a total amount of EUR 25,000 (in words: twenty-five thousand euro) per Seller and / or (z) indebtedness as expressly provided otherwise in this Escrow Agreement;
(gk) each Share Seller and each Share Purchaser shall deliver, and shall procure that the Sellers shall deliver relevant Company delivers:
(i) in the case of Dutch Shares, to the Notary powers of attorney duly an executed on behalf of each of the Sellers and the Companyand, respectively, and the Purchaser shall deliver to the Notary a extent required by the Notary, apostilled, power of attorney duly executed on behalf of the Purchaser, authorized its representative to attend to and to execute the Dutch Deeds of Transfer; or
(ii) in the case of German Shares, to the German Notary an executed and, to the extent required by the German Notary, apostilled, power of attorney to execute the German Deed of Transfer;
(hl) each Share Seller shall transfer to the relevant Share Purchaser the relevant Shares, the Share Purchaser shall accept such transfer, and the Share Seller and the Share Purchaser shall procure that the relevant Company acknowledges such transfer, the foregoing to be effected by:
(i) in the case of Dutch Shares, execution of the Dutch Deeds of Transfer by the respective Dutch Share Sellers, the respective Dutch Share Purchasers and the respective Dutch Companies before the Notary, or
(ii) in the case of German Shares, execution of the German Deed of Transfer by the German Share Seller, the German Share Purchaser and the German Company before the German Notary.
(m) the Sellers Seller shall deliver procure that each Seller Assignor shall assign its Intercompany Seller Loans to the relevant Purchaser Assignee, which shall accept such assignment by the executed copies Seller Assignor, the foregoing to be effected by execution of a deed of assignment in form and substance to the reasonable satisfaction of the Management AgreementsSeller and the Purchaser;
(n) the Seller and the Purchaser shall execute the Transitional Services Agreement;
(o) the Purchaser shall, on behalf of the SNP Purchaser, transfer the SNP Purchase Price to the accounts designated by the SNP Sellers in accordance with the SNP Agreement.
(p) on the first Business Day following the Completion Date and subject to the investigation by the Notary contemplated in Clause 7.4 subclause (d) not revealing the applicability of any relevant insolvency proceedings:
(i) the Sellers Notary shall deliver transfer an amount equal to the Purchaser Escrow Amount for same day value to the Disclosure Escrow Account, in accordance with the Escrow Agreement and the Notary Letter;
(jii) the Sellers Notary shall deliver transfer such EUR amount as specified in the Notary Letter for same day value to an account of the Purchaser a written confirmation that ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ have entered into an addendum to their employment agreement after Completionsecurity agent under the Existing Bank Facilities designated by the Existing Lenders, including proper intellectual property-or by the security agent under the Existing Bank Facilities on behalf of the Existing Lenders, non-solicitation and relationship clauses;
(k) in accordance with the Sellers shall provide the Purchaser with a draft budget for the financial year 2015Notary Letter; and
(liii) the general meeting of shareholders of each Notary shall transfer the remaining portion of the Sellers has approved Completion Payment Amount for same day value to an account of the Transaction;Seller designated by the Seller in accordance with the Notary Letter.
Appears in 1 contract
Sources: Sale and Purchase Agreement (Darling International Inc)
Completion Actions. On At Completion the Completion Date but after the payment of the Consideration Payment in accordance with Clause 12.2, Parties shall procure that the following actions will be taken, each such action being conditional upon all actions having occurred are taken in the sequence set out belowfollowing order:
(a) the Sellers Purchaser shall deliver evidence ensure that the capital structure of aggregate amount required by the Company has been amended, inter alia by amending Funds Flow to be paid on the Articles of Association in Notary Account shall be paid on the agreed form attached hereto as Annex 12.3Notary Account (with reference “Initial Consideration SecurityMatters”);
(b) to the extent this has not already been delivered before the Completion Date, the Sellers’ Representative shall deliver to the Purchaser:
(i) the original shareholders’ register of the Company in which the transfer of the Shares to the Purchaser shall be registered;
(ii) copies of the Termination Agreements, duly executed by the parties thereto;
(iii) copies of the Employment Agreements, duly executed by the Company and each Key Employee;
(iv) copies of the Non Compete Agreements, duly executed by the Company and each Key Employee;
(v) executed resignation and release letters in form and substance reasonably acceptable to the Purchaser, from each of the directors, officers and members of the supervisory board of the Group, effective as of the Completion;
(vi) duly and validly executed resolutions of the relevant Group Companies in form and substance reasonably acceptable to the Purchaser, (i) accepting the resignations of each of the directors, officers and members of the supervisory board of the Group and (ii) granting discharge to each of the directors, officers and members of the supervisory board of the Group, effective as of the Completion; and
(vii) evidence that the Sellers shall deliver have caused the Company to SFX obtain at its expense a fully prepaid directors’ and officers’ liability insurance policy prior to the Completion, which (i) has an estimated balance sheet as per effective term of three (3) years from the Completion Date;, (ii) covers only those persons who are currently covered by the Company’s existing directors’ and officers’ liability insurance policy in effect as of the Signing Date and only for matters occurring at or prior to the Completion, and (iii) contains coverage terms comparable to those applicable to the current directors and officers of the Company (the Company D&O Tail Policy).
(c) the Sellers Sellers’ Representative and the Purchaser shall deliver to sign the Notary Indemnity Escrow Agreement and the shareholders register of Adjustment Escrow Agreement, and Company Holding and the Company which reflects Purchaser shall sign the Sellers as the owner of the Shares without any EncumbrancesHoldback Escrow Agreement;
(d) the Sellers, the Purchaser and the Company shall sign the Deed of Transfer before the Notary who shall execute the Deed of Transfer, thus effectuating the transfer of the Shares from the Sellers shall deliver to the Purchaser the written resignation of the sole member of the management board of the Company from its office as a member of the management board, with effect as of immediately after Completion in acknowledging that it relinquishes any rights that it may have under any contract of employment with the Company or under any statutory provision including any right to damages for wrongful dismissal, redundancy payment or compensation for loss of office or unfair dismissalPurchaser;
(e) upon execution of the Deed of Transfer, the Notary shall hold the aggregate amount required by the Funds Flow to be paid on the Notary Account in escrow for the benefit and at the instruction of the Sellers. The Notary is hereby instructed by the Sellers to pay, on the first Business Day following the Completion Date:
(i) the aggregate amount required by this Agreement to be paid to the Sellers as specified in the Funds Flow and the Spreadsheet Certificate to the Sellers’ bank accounts as specified in the Notary Letter, in the proportions as set out in the Notary Letter, the Funds Flow and the Spreadsheet Certificate, following which transfer the Purchaser shall pass a written shareholders’ resolution be discharged of its obligation to pay the Initial Consideration;
(ii) the aggregate amount required by this Agreement to be paid to the holders of Vested Options as specified in the Funds Flow and the Spreadsheet Certificate to the Company (i) accepting the resignation of and giving full discharge (décharge) which, with respect to the resigning management board member Vested Options, the Purchaser shall cause to be paid in the proportions as set out in the Notary Letter, the Funds Flow and (ii) appointing ▇▇ ▇. Hardenberg and ▇▇ ▇. Lewis as members the Spreadsheet Certificate through the payroll service of the management board Company, no later than the second regularly scheduled payroll distribution following the Completion, to the holders of the Company all Vested Options, less any applicable deduction or withholding);
(iii) the Indemnity Escrow Amount to the Indemnity Escrow Account;
(iv) the Holdback Escrow Amount to the Holdback Escrow Account;
(v) the Adjustment Escrow Amount to the Adjustment Escrow Account;
(vi) the aggregate amount of Estimated Debt, to be paid to the holders of Debt in accordance with effect as the Funds Flow; and
(vii) the aggregate amount of immediately after Completion;Estimated Seller Transaction Costs, to be paid to the recipients thereof in accordance with Funds Flow.
(f) the Sellers Purchaser shall deliver to the Purchaser pass a written statement that, with effect as of Completion (i) all indebtedness owed to any resolution of the Group Companies by either any general meeting of shareholders of the Sellers or any Related Person of the Sellers, as applicable and (ii) all indebtedness owed by any of the Group Companies Company resolving to either any of the Sellers or any Related Person of the Sellers, as applicable, has been fully paid, except with regard to any (x) indebtedness owed to or by ▇▇▇▇▇ ▇▇▇▇▇ Production B.V. and/or its affiliates in the ordinary course of business, (y) indebtedness up to a total amount of EUR 25,000 (in words: twenty-five thousand euro) per Seller and / or (z) indebtedness as expressly provided otherwise in this Agreement;
(g) the Sellers shall deliver to the Notary powers of attorney duly executed on behalf of each of the Sellers and the Company, respectively, and the Purchaser shall deliver to the Notary a power of attorney duly executed on behalf of the Purchaser, authorized its representative to attend to and to execute the Deed of Transfer;
(h) the Sellers shall deliver to the Purchaser the executed copies of the Management Agreements;
(i) the Sellers shall deliver to the Purchaser the Disclosure Letter;
(j) the Sellers shall deliver to the Purchaser a written confirmation that appoint ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ have entered into an addendum to their employment agreement after Completion▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ as managing directors of the Company, including proper intellectual property-, non-solicitation and relationship clauses;
(k) effective as per the Sellers shall provide execution of the Purchaser with a draft budget for the financial year 2015Deed of Transfer; and
(lg) the general meeting Notary shall amend the articles of shareholders of each association of the Sellers has approved the Transaction;Company.
Appears in 1 contract
Completion Actions. On 6.3.1. After confirmation by the Notary that the Purchase Price has been received in the Notary’s Account, the following shall occur on the Completion Date but after Date, in the payment of order stated in this Clause 6.3 and further, to the Consideration Payment extent relevant, in accordance with Clause 12.2, the following actions will be taken, each such action being conditional upon all actions having occurred in the sequence set out belowNotary Letter:
(a) a. the Sellers Seller shall deliver evidence that the capital structure of the Company has been amended, inter alia by amending the Articles of Association in the agreed form attached hereto as Annex 12.3;
(b) the Sellers shall deliver to SFX an estimated balance sheet as per the Completion Date;
(c) the Sellers shall deliver to provide the Notary with the Company's shareholders register of the Company which reflects the Sellers Seller as the owner of the Shares without any Encumbrancesand the Shares are not Encumbered (other than such Encumbrances on the Shares released pursuant to the Lenders' Consent), in which the release of Encumbrances on the Shares pursuant to the Lenders' Consent and the transfer of the Shares shall be registered;
b. the Seller shall provide written evidence of payment of the amounts due by the Loan Parties to the Agent and the Term B Group (das defined in the Lenders' Consent) pursuant to Section 3(b)(ii) of the Lenders' Consent (the "Lender Payment Amount"), provided that the Seller shall be deemed to have complied with its obligations under this sub-clause b, if and to the extent (A) the Sellers Agent either for itself or also on behalf of the Term B Group (as defined in the Lenders' Consent), and to the extent relevant, the Term B Group (as defined in the Lenders' Consent) is or are (as the case may be) a party to the Notary Letter, and (B) the Notary Letter provides for the Lender Payment Amount to be paid out of the Purchase Price received in the Notary's Account in accordance with 6.2;
c. the Seller shall deliver to the Purchaser Purchaser, with a copy to the Notary, the written resignation resignations of each of the sole member persons set out in Schedule 6 (D&O Changes) stating that they resign from their respective board positions with the Group Companies as set out in that Schedule and that they waive any claims they have or may have against the Group Companies, effective upon the execution of the management board Deed of the Company from its office as a member of the management board, with effect as of immediately after Completion in acknowledging that it relinquishes any rights that it may have under any contract of employment with the Company or under any statutory provision including any right to damages for wrongful dismissal, redundancy payment or compensation for loss of office or unfair dismissalTransfer;
(e) d. the Sellers Seller shall pass a procure the adoption of written shareholders’ resolution of the Company resolutions to:
(i) accepting grant full discharge to and accept the resignation of and giving full discharge (décharge) to the resigning management board member and (ii) appointing ▇▇ ▇. Hardenberg and ▇▇ ▇. Lewis as all members of the management board boards of the Company all with effect Group Companies referred to in Clause 6.3.1.b, effective as per the execution of immediately after Completionthe Deed of Transfer; and
(ii) appoint the new members of the management boards of each of the Group Companies as set out in Schedule 6 (D&O Changes), effective upon the execution of the Deed of Transfer;
(f) e. the Sellers Seller shall deliver to the Purchaser a written statement thatstatement, with effect as substantially in the form of Completion Schedule 7 (Form of Seller’s and Seller’s Parent’s Closing Statement), in which (i) all indebtedness owed to any each of the Group Companies by either any of Seller and the Sellers or any Related Person of Seller's Parent affirms the Sellersterminations as referred to in Clause 4.4.1 and 4.4.2, as applicable and (ii) all indebtedness owed the Seller's Parent agrees as undertaking to procure compliance by itself and any member of the Seller's Group Companies to either any of with the Sellers or any Related Person of the Sellers, as applicable, has been fully paid, except with regard to any (x) indebtedness owed to or by ▇▇▇▇▇ ▇▇▇▇▇ Production B.V. and/or its affiliates Seller's obligations set forth in the ordinary course of business, (y) indebtedness up to a total amount of EUR 25,000 (in words: twenty-five thousand euro) per Seller Clauses 7.3 and / or (z) indebtedness as expressly provided otherwise in this Agreement12;
(g) f. the Sellers shall deliver to Seller, the Notary powers of attorney duly executed on behalf of each of the Sellers Purchaser and the Company, respectively, and the Purchaser Company shall each deliver to the Notary a duly executed power of attorney duly executed on behalf of and, as and where required by the PurchaserNotary, authorized its representative to attend to legalised and to execute the Deed of Transfer;
apostilled, authorising each other (hdeputy) the Sellers shall deliver to the Purchaser the executed copies of the Management Agreements;
(i) the Sellers shall deliver to the Purchaser the Disclosure Letter;
(j) the Sellers shall deliver to the Purchaser a written confirmation that ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ civil law notary and ▇▇▇▇▇▇ ▇employee associated with ▇▇▇▇▇▇▇▇ have entered Coöperatief U.A. to enter into an addendum and execute the Deed of Transfer on its behalf and know-your-customer information satisfactory to their employment agreement after Completion, including proper intellectual property-, non-solicitation and relationship clausesthe Notary;
(k) g. the Sellers shall provide Seller, the Purchaser with and the Company shall deliver to the Notary a draft budget for written confirmation set out in the financial year 2015Notary Letter, instructing the Notary to transfer the Shares to the Purchaser;
h. the Seller and the Purchaser shall cause the Shares to be transferred to the Purchaser by way of execution of the Deed of Transfer by the Notary; and
i. the Seller and the Purchaser shall cause the Notary to hold the Purchase Price (lminus the Lender Payment Amount if so agreed upon in the Notary Letter) for the general meeting benefit of shareholders the Seller, and to pay out all funds held in accordance with the Notary Letter.
6.3.2. The effectiveness of each of the Sellers has approved actions taken by or on behalf of the Transaction;Purchaser pursuant to Clause 6.3.1 is conditional upon the occurrence of all actions required to be taken by the Seller and the Seller’s Parent pursuant to Clause 6.3.1 and vice versa.
Appears in 1 contract
Sources: Sale and Purchase Agreement (Loyalty Ventures Inc.)
Completion Actions. 7.3.1 On the Completion Date but after the payment of the Cash Consideration Payment in accordance with Clause 12.27.2, the following actions will be taken, each such action being conditional upon all actions having occurred in the sequence set out below:
(a) the Sellers shall deliver evidence that the capital structure of the Company has been amended, inter alia by amending the Articles of Association in the agreed form attached hereto as Annex 12.3;
(b) the Sellers shall deliver to SFX an estimated balance sheet as per the Completion Date;
(c) the Sellers Seller shall deliver to the Notary Purchaser the original shareholders register of the Company which reflects the Sellers Seller as the owner of the Shares without any Encumbrances;
(db) the Sellers Seller shall deliver to the Purchaser the written resignation of the sole member of the management board of the Company from its office as a member of the management board, with effect as of immediately after Completion in acknowledging evidence that it relinquishes any rights that it may have under any contract of employment with the Company or under any statutory provision including any right to damages for wrongful dismissal, redundancy payment or compensation for loss of office or unfair dismissal;
(e) the Sellers shall pass a written shareholders’ resolution of the Company (i) accepting the resignation of and giving full discharge (décharge) to the resigning management board member and (ii) appointing ▇▇ ▇. Hardenberg and ▇▇ ▇. Lewis as members of the management board of the Company all with effect as of immediately after Completion;
(f) the Sellers shall deliver to the Purchaser a written statement that, with effect as of Completion (i) all indebtedness owed to any of the Group Companies Company by either any of the Sellers Seller or any Related Person of the SellersSeller, as applicable and (ii) all indebtedness owed by any of the Group Companies Company to either any of the Sellers Seller or any Related Person of the SellersSeller, as applicable, has been fully paid;
(c) the Seller shall deliver to the Purchaser copies of the written releases by (i) the Seller and/or any Related Person of the Seller, except with regard as applicable, and (ii) any third party creditor including lenders, as applicable, of all obligations (actual and/or contingent) assumed by the Company under joint financing agreements, guarantees issued by the Company or any other form of security granted or joint liability assumed by the Company for the benefit of the Seller and/or any Related Person of the Seller;
(d) the Seller shall deliver to the Purchaser evidence that the Company shall be released of the obligations in relation to Tax of any kind that the Company may have assumed, including obligations under any Tax sharing agreement, Tax indemnity agreement or Tax allocation agreement — whether in writing or not — to which the Company is a party;
(xe) indebtedness owed the Seller shall deliver to the Purchaser evidence that any existing proxy (volmacht) held by any Representative of the Seller or by ▇▇▇any of its Affiliates on behalf of Company is revoked;
(f) Veenboer, Ms N.M.M. Veenboer, ▇▇ ▇▇▇▇▇ Production B.V. and/or its affiliates . Schimmel and Mr M. van Beusekom (together, the Key Employees) each shall enter into an employment agreement with the Company, substantially in the ordinary course form attached hereto as Schedule 7.3.1(f) (the Key Employment Agreements) and the Seller shall deliver to the Purchaser executed copies of business, (y) indebtedness up to a total amount of EUR 25,000 (in words: twenty-five thousand euro) per Seller and / or (z) indebtedness as expressly provided otherwise in this Agreementthe Key Employment Agreements;
(g) the Sellers Seller shall deliver to the Notary powers of attorney duly executed on behalf of each of the Sellers Seller and the Company, respectively, and the Purchaser shall deliver to the Notary a power of attorney duly executed on behalf of the Purchaser, authorized authorising its representative to attend to and to execute the Deed of Transfer;; and
(h) the Sellers Seller shall deliver to the Purchaser the executed copies written approval of Unilever Nederland B.V., Red Bull Nederland B.V. and InBev Nederland N.V. pursuant to which they waive their right to terminate the relevant sponsorship agreement as a result of the Management Agreements;
(i) the Sellers shall deliver change of control in relation to the Purchaser the Disclosure LetterCompany;
(j) the Sellers shall deliver to the Purchaser a written confirmation that ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ have entered into an addendum to their employment agreement after Completion, including proper intellectual property-, non-solicitation and relationship clauses;
(k) the Sellers shall provide the Purchaser with a draft budget for the financial year 2015; and
(l) the general meeting of shareholders of each of the Sellers has approved the Transaction;
Appears in 1 contract
Completion Actions. On the Completion Date but after the payment of the Consideration Payment in accordance with Clause 12.2, the following actions will be taken, each such action being conditional upon all actions having occurred in the sequence set out belowDate:
(a) 9.3.1 the Sellers shall deliver evidence that the capital structure of the Company has been amended, inter alia by amending the Articles of Association in the agreed form attached hereto as Annex 12.3;
(b) the Sellers shall deliver to SFX an estimated balance sheet as per the Completion Date;
(c) the Sellers Seller shall deliver to the Notary Purchaser, or procure the shareholders register delivery of:
9.3.1.1 confirmation of the Company which reflects the Sellers as the owner Seller's reimbursement of the Shares without any EncumbrancesCompetition Authority filing fee contemplated in clause 3.7.2 (alternatively, confirmation that the Seller will not be making payment of such amount in cash, in which case the Purchaser shall be entitled to set-off such amounts against the Purchase Consideration as contemplated in clause 8.2);
(d) the Sellers shall deliver to the Purchaser the written resignation 9.3.1.2 share certificates in respect of the sole member Sale Shares;
9.3.1.3 a share transfer form in respect of the management Sale Shares duly completed and signed by the Seller as transferor and dated not more than three Business Days before the Completion Date; and
9.3.1.4 a copy of resolutions (in the Agreed Form) of the board of the Company from its office as a member directors of the management board, with effect as of immediately after Completion in acknowledging that it relinquishes any rights that it may have under any contract of employment with Seller:
a. approving the Company or under any statutory provision including any right to damages for wrongful dismissal, redundancy payment or compensation for loss of office or unfair dismissal;
(e) the Sellers shall pass a written shareholders’ resolution terms and conditions of the Company (i) accepting the resignation of and giving full discharge (décharge) to the resigning management board member and (ii) appointing ▇▇ ▇. Hardenberg and ▇▇ ▇. Lewis as members of the management board of the Company all with effect as of immediately after Completion;
(f) the Sellers shall deliver to the Purchaser a written statement that, with effect as of Completion (i) all indebtedness owed to any of the Group Companies sale contemplated by either any of the Sellers or any Related Person of the Sellers, as applicable and (ii) all indebtedness owed by any of the Group Companies to either any of the Sellers or any Related Person of the Sellers, as applicable, has been fully paid, except with regard to any (x) indebtedness owed to or by ▇▇▇▇▇ ▇▇▇▇▇ Production B.V. and/or its affiliates in the ordinary course of business, (y) indebtedness up to a total amount of EUR 25,000 (in words: twenty-five thousand euro) per Seller and / or (z) indebtedness as expressly provided otherwise in this Agreement;
(g) b. confirming and ratifying the Sellers shall deliver to authority of the Notary powers person who signed this Agreement and any other Acquisition Document for the Seller; and
c. confirming and accepting that the Seller is bound by the terms and conditions of attorney duly executed on behalf this Agreement;
9.3.1.5 the written resignations of each of the Sellers and directors of each relevant Group Company that the Purchaser has requested to resign as directors of any Group Company, respectively, and a copy of a shareholder resolution approving the appointment of persons that the Purchaser shall deliver requires to be appointed as directors to any Group Company, in each case by giving written notice to that effect to the Notary a power of attorney duly executed on behalf Seller at least 5 (five) Business Days prior to the Completion Date, together with all such documents as are required to be delivered to the relevant Group Company and filed with the Companies and Intellectual Property Commission in order to record the change in directorship and confirming that the resigning directors waive all claims, whether in contract or in delict, actual or contingent, that they, in their capacity as directors, may have had against any Group Company up until the Completion Date; and
9.3.1.6 signed written acknowledgement and consent letters from each Group Company to which the Sale Claims relate, consenting to the sale of the Purchaser, authorized its representative to attend to and to execute applicable Sale Claims by the Deed of Transfer;
(h) the Sellers shall deliver Seller to the Purchaser and acknowledging that with effect from the executed copies of the Management Agreements;
(i) the Sellers shall deliver Completion Date it will have a payment obligation to the Purchaser the Disclosure Letterin respect thereof;
(j) the Sellers shall deliver to the Purchaser a written confirmation that ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ have entered into an addendum to their employment agreement after Completion, including proper intellectual property-, non-solicitation and relationship clauses;
(k) the Sellers shall provide the Purchaser with a draft budget for the financial year 2015; and
(l) the general meeting of shareholders of each of the Sellers has approved the Transaction;
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