CONDITIONS AND COMPLETION. 7.1 Completion is conditional upon: 7.1.1 the demerger of EPL Limited; 7.1.2 the re-registration of the Company as a private company limited by shares; 7.1.3 the signing of the agreement between Commerz Beteiligungs Gesellschaft GmBH and certain Vendors terminating a Subscription and Shareholders Agreement dated 25 September 1998 in the agreed terms.; 7.1.4 signing the Stakeholders Agreement in the agreed terms; 7.1.5 signing the Primary Warrantors' Warranty Settlement Agreement. 7.2 The parties shall use their respective best endeavours to procure that the conditions stated in clause 7.1 are fulfilled as soon as practicable and in any event on or before midnight 26 May 2000. In the event that the Conditions have not been fulfilled by midnight 26 May 2000 or by such later date as may be agreed in writing between the Vendors and the Purchaser, this Agreement shall, save for this clause 7.2 and clause 9, thereupon become null and void and none of the parties shall have any rights against any other party under this Agreement except for breach of this clause 7.2 or clause 9. 7.3 The Vendors shall, so far as they are each able, procure that between the time of the execution of this Agreement and Completion the Company will carry on business in the ordinary course and will not do anything which is not of a routine unimportant nature without the prior written consent of the Purchaser such consent not to be unreasonably withheld conditioned or delayed. The following acts by the Company and/or the Subsidiaries or any agreement by the Company and/or the Subsidiaries to do any of the following acts, shall, but without limitation, be deemed not to be of a routine unimportant nature: 7.3.1 incurring any expenditure exceeding (Pounds)2,000 on capital account or entering into any commitment to do so; 7.3.2 save for the demerger of EPL Limited disposing of any part of its assets in the ordinary course of trading; 7.3.3 borrowing any money except under its existing overdraft facilities from its bankers or making any payments out of or drawings on its bank account other than payments in the ordinary course of business or to meet obligations outstanding at the date hereof and disclosed in the Disclosure Letter; 7.3.4 entering into any guarantee or indemnity; 7.3.5 entering into any unusual or abnormal Contract (as defined in paragraph 1.1 of Schedule 4) or commitment; 7.3.6 granting any lease or third party right in respect of the Property or assigning or otherwise disposing of the same (or any part thereof); 7.3.7 making any loan; 7.3.8 entering into any leasing, hire purchase or other agreement or arrangement for payment on deferred terms; 7.3.9 declaring, making or paying any dividend or other distribution; 7.3.10 granting any security; 7.3.11 appointing any additional director; 7.3.12 taking on new employees or terminating the employment of any employees or making any change in the terms or conditions of employment or pension benefits of any employees; 7.3.13 permitting any insurance to lapse or doing anything which would make any policy of insurance void or voidable; 7.3.14 creating or issuing any class of share or loan capital; 7.3.15 making any change in its business structure or organisation; and 7.3.16 doing or omitting to do, or causing or allowing to be done or omitted to be done, any act or thing which would result or be likely to result in a breach of any of the Warranties at Completion. 7.4 Provided that this Agreement has not been rescinded and provided also that the conditions stated in clause 7.1 have been satisfied or waived by written notice, Completion of the sale and purchase of the Shares will be completed at the offices of the Vendors' Solicitors on or before midnight 26 May 2000 ("Completion") when: 7.4.1 the Vendors will produce and deliver to the Purchaser: 7.4.1.1 duly executed transfers of the Shares in favour of the Purchaser together with all relevant share certificates (or in the case of any lost certificate an indemnity satisfactory to the Purchaser in relation to it) and together also with such waivers and consents as the Purchaser may require to enable the Purchaser to be registered as the holders of the Shares (subject to the said transfers being produced to the Company duly stamped); 7.4.1.2 written resignations from all directors and the secretary of the Company and the Subsidiaries in the agreed terms; 7.4.1.3 the written resignation of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as auditors of the Company accompanied by the statement referred to in section 392 of the Act; 7.4.1.4 the certificate of incorporation, any certificate(s) of incorporation on change of name, the common seal and the statutory books and registers (all entered up to date) of the Company and ADSL Limited; 7.4.1.5 at the offices of the Company all deeds and documents relating to the title of the Company to the Property; 7.4.1.6 all cheque books of the Company in current use; 7.4.1.7 bank statements in respect of each account of the Company as at the close of business on the last Business Day prior to Completion, together in each case with a reconciliation statement prepared by the Primary Warrantors to show the position at Completion (listing unpresented cheques drawn or received by the Company and standing orders payable since the date of such bank statements); 7.4.1.8 at the offices of the Company all papers, books, records, keys, credit cards and other property (if any) of the Company which are in the possession or under the control of the Vendors or any other person who resigns as an officer of the Company in accordance with this clause 7; 7.4.1.9 duly executed powers of attorney in the agreed terms; 7.4.1.10 any other documentation not referred to above but included in the Stakeholders Agreement under the description of Vendors' Deliverables; 7.4.2 each Vendor will: 7.4.2.1 repay, and will procure that any spouse or child of such Vendor or any company of which such Vendor (and/or any such spouse or child) has control (as defined in section 840 Income and Corporation Taxes Act 1988) will repay, all amounts owed by him, her or it to the Company, whether due for payment or not; 7.4.2.2 deliver to the Purchaser a deed in the agreed terms acknowledging that neither such Vendor nor any such spouse, child or company has any claim against the Company and that there is no agreement or arrangement under which the Company has any actual, contingent or prospective obligation (including, but not limited to, any obligation under any guarantee entered into by the Company) to or in respect of any of them; and 7.4.2.3 in respect of any such agreement or arrangement as is referred to in clause 7.4.2.2 which previously existed deliver to the Purchaser evidence of the release or termination of it in a form satisfactory to the Purchaser;. 7.4.3 the Vendors will, so far as they are each able, procure that duly convened meetings are held at which: 7.4.3.1 the transfers referred to in clause 7.4.1.1 (subject to stamping if not previously effected) are approved for registration in the books of the Company; 7.4.3.2 new articles of association are adopted by the Company in the agreed terms; 7.4.3.3 persons nominated by the Purchaser are appointed as directors of the Company and the Subsidiaries, and any person nominated by the Purchaser is appointed as secretary of the Company and the Subsidiaries; 7.4.3.4 all existing instructions to the bankers of the Company are revoked and new instructions given to such bankers as the Purchaser may nominate, in such form as the Purchaser directs; and 7.4.3.5 the Optionholders will each produce and deliver to the Purchaser a signed Form of Election exchanging its Share Options for TUT Options in the agreed terms. the Vendors will, so far as they are each able, procure that ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇ ▇▇▇▇ enter into side letters in respect of their service agreements with the Company in the agreed terms; and 7.4.4 The Purchaser will satisfy the consideration as provided by Clause 3. 7.5 If in any respect the provisions of clause 7.3 or 7.4 are not complied with by one or more of the Vendors or the Purchaser on Completion the other party may (subject to it being ready willing and able to comply with its obligations): 7.5.1.1 (in the case of non-compliance with clause 7.4) defer Completion to not more than fourteen days after the date for Completion as set by clause 7.4; or 7.5.1.2 proceed to Completion so far as practicable without prejudice to its rights under this Agreement; or 7.5.1.3 rescind this Agreement without prejudice to any rights or remedies available to it under this Agreement. 7.6 The Purchaser will upon Completion transfer 50% of the Shares in the Company to one of its wholly owned US subsidiaries ("US 1") and the remaining 50% of the Shares in the Company to another of its wholly owned US subsidiaries ("US 2") thereafter, the Purchaser will procure that US 1 and US 2 will transfer their respective shareholdings in the Company to a further US subsidiary ("US 3") which is owned as to 50% by US 1 and 50% by US 2.
Appears in 1 contract
CONDITIONS AND COMPLETION. 7.1 4.1 Completion is conditional upon:
7.1.1 the demerger of EPL Limited;
7.1.2 the re-registration of the Company as a private company limited by shares;
7.1.3 the signing of the agreement between Commerz Beteiligungs Gesellschaft GmBH and certain Vendors terminating a Subscription and Shareholders Agreement dated 25 September 1998 in the agreed terms.;
7.1.4 signing the Stakeholders Agreement in the agreed terms;
7.1.5 signing the Primary Warrantors' Warranty Settlement Agreement.
7.2 The parties shall use their respective best endeavours to procure that the conditions stated in clause 7.1 are fulfilled as soon as practicable and in any event on or before midnight 26 May 2000. In the event that the Conditions have not been fulfilled by midnight 26 May 2000 or by such later date as may be agreed in writing between the Vendors and the Purchaser, this Agreement shall, save for this clause 7.2 and clause 9, thereupon become null and void and none of the parties shall have any rights against any other party under this Agreement except for breach of this clause 7.2 or clause 9.
7.3 The Vendors shall, so far as they are each able, procure that between the time of the execution of this Agreement and Completion the Company will carry on business in the ordinary course and will not do anything which is not of a routine unimportant nature without the prior written consent shall be conditional upon each of the Purchaser following conditions:
4.1.1 Admission of the Initial Consideration Shares, the Placing Shares together with the existing issued ordinary share capital of the Buyer (raising aggregate new proceeds to the Buyer of not less than £15,000,000) becoming effective in accordance with Rule 6 of the AIM Rules;
4.1.2 repayment of any Bank Loans;
4.1.3 the provision of duly signed documentation confirming the release of the IP Company Security;
4.1.4 exercise of the Options and Warrants by the holders thereof and the issue of Shares in relation thereto or the delivery of confirmation (in a form reasonably satisfactory to the Buyer) that any such consent Options and Warrants not so exercised have lapsed in accordance with their terms or having been cancelled by agreement with the holder of the relevant Option and Warrant without cost to be unreasonably withheld conditioned or delayed. The following acts the Company;
4.1.5 evidence in terms reasonably satisfactory to the Buyer that steps have commenced by the Company and/or to close the Subsidiaries or any agreement by the Company and/or the Subsidiaries to do any operations of the following acts, shall, but without limitation, be deemed not to be of a routine unimportant nature:
7.3.1 incurring any expenditure exceeding (Pounds)2,000 on capital account or entering into any commitment to do soSubsidiary;
7.3.2 save for 4.1.6 conversion of the demerger Loan Notes and the issue of EPL Limited disposing of any part of its assets Shares in the ordinary course of tradingrelation thereto;
7.3.3 borrowing any money except under its existing overdraft facilities from its bankers or making any payments out of or drawings on its bank account other than payments in the ordinary course of business or to meet obligations outstanding at the date hereof and disclosed in the Disclosure Letter;
7.3.4 entering into any guarantee or indemnity;
7.3.5 entering into any unusual or abnormal Contract (as defined in paragraph 1.1 of Schedule 4) or commitment;
7.3.6 granting any lease or third party right in respect 4.1.7 each of the Property or assigning or otherwise disposing of Primary Sellers and the same Remaining Sellers (or any part thereof);
7.3.7 making any loan;
7.3.8 entering into any leasing, hire purchase or other agreement or arrangement for payment persons authorised to so on deferred terms;
7.3.9 declaring, making or paying any dividend or other distribution;
7.3.10 granting any security;
7.3.11 appointing any additional director;
7.3.12 taking on new employees or terminating their behalf under the employment of any employees or making any change in the terms or conditions of employment or pension benefits of any employees;
7.3.13 permitting any insurance to lapse or doing anything which would make any policy of insurance void or voidable;
7.3.14 creating or issuing any class of share or loan capital;
7.3.15 making any change in its business structure or organisation; and
7.3.16 doing or omitting to do, or causing or allowing to be done or omitted to be done, any act or thing which would result or be likely to result in a breach of any of the Warranties at Completion.
7.4 Provided that this Agreement has not been rescinded and provided also that the conditions stated in clause 7.1 have been satisfied or waived by written notice, Completion of the sale and purchase of the Shares will be completed at the offices of the Vendors' Solicitors on or before midnight 26 May 2000 ("Completion"Articles) when:
7.4.1 the Vendors will produce and deliver to the Purchaser:
7.4.1.1 having delivered duly executed transfers of the Shares stock transfer forms in favour of the Purchaser together with all relevant share certificates (or in the case of any lost certificate an indemnity satisfactory to the Purchaser in relation to it) and together also with such waivers and consents as the Purchaser may require to enable the Purchaser to be registered as the holders of the Shares (subject to the said transfers being produced to the Company duly stamped);
7.4.1.2 written resignations from all directors and the secretary of the Company and the Subsidiaries in the agreed terms;
7.4.1.3 the written resignation of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as auditors of the Company accompanied by the statement referred to in section 392 of the Act;
7.4.1.4 the certificate of incorporation, any certificate(s) of incorporation on change of name, the common seal and the statutory books and registers (all entered up to date) of the Company and ADSL Limited;
7.4.1.5 at the offices of the Company all deeds and documents relating to the title of the Company to the Property;
7.4.1.6 all cheque books of the Company in current use;
7.4.1.7 bank statements in respect of each account of the Company as at the close of business on the last Business Day prior to Completion, together in each case with a reconciliation statement prepared by the Primary Warrantors to show the position at Completion (listing unpresented cheques drawn or received by the Company and standing orders payable since the date of such bank statements);
7.4.1.8 at the offices of the Company all papers, books, records, keys, credit cards and other property (if any) of the Company which are in the possession or under the control of the Vendors or any other person who resigns as an officer of the Company in accordance with this clause 7;
7.4.1.9 duly executed powers of attorney in the agreed terms;
7.4.1.10 any other documentation not referred to above but included in the Stakeholders Agreement under the description of Vendors' Deliverables;
7.4.2 each Vendor will:
7.4.2.1 repay, and will procure that any spouse or child of such Vendor or any company of which such Vendor (and/or any such spouse or child) has control (as defined in section 840 Income and Corporation Taxes Act 1988) will repay, all amounts owed by him, her or it to the Company, whether due for payment or not;
7.4.2.2 deliver to the Purchaser a deed in the agreed terms acknowledging that neither such Vendor nor any such spouse, child or company has any claim against the Company and that there is no agreement or arrangement under which the Company has any actual, contingent or prospective obligation (including, but not limited to, any obligation under any guarantee entered into by the Company) to or in respect of any of them; and
7.4.2.3 in respect of any such agreement or arrangement as is referred to in clause 7.4.2.2 which previously existed deliver to the Purchaser evidence of the release or termination of it in a form satisfactory to the Purchaser;.
7.4.3 the Vendors will, so far as they are each able, procure that duly convened meetings are held at which:
7.4.3.1 the transfers referred to in clause 7.4.1.1 (subject to stamping if not previously effected) are approved for registration in the books of the Company;
7.4.3.2 new articles of association are adopted by the Company in the agreed terms;
7.4.3.3 persons nominated by the Purchaser are appointed as directors of the Company and the Subsidiaries, and any person nominated by the Purchaser is appointed as secretary of the Company and the Subsidiaries;
7.4.3.4 all existing instructions to the bankers of the Company are revoked and new instructions given to such bankers as the Purchaser may nominate, in such form as the Purchaser directs; and
7.4.3.5 the Optionholders will each produce and deliver to the Purchaser a signed Form of Election exchanging its Share Options for TUT Options in the agreed terms. the Vendors will, so far as they are each able, procure that ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇ ▇▇▇▇ enter into side letters Buyer in respect of their service agreements entire holdings of Sale Shares to the Sellers’ Representative pending Completion;
4.1.8 the aggregate Net Debt of the Buyer at the point of Admission not exceeding £4,050,000;
4.1.9 there shall not have occurred and be continuing any Material Adverse Change;
4.1.10 none of the warranties given by the directors of the Buyer in the Placing Agreement having become untrue or inaccurate in any material respect (as reasonably determined by the Buyer in consultation with the Company in Sellers’ Representative and the agreed termsNomad) which would entitle the Nomad to terminate the Placing Agreement; and
7.4.4 The Purchaser will satisfy 4.1.11 the consideration Placing Agreement becoming unconditional in all respects (save for the condition as provided by Clause 3to Admission). together the “Conditions”.
7.5 If 4.2 The Buyer may in any respect its sole discretion by way of notice to the provisions Sellers Representative waive the Conditions set out in clauses 4.1.2, 4.1.3, 4.1.4, 4.1.5, 4.1.6 and 4.1.7 (but not the Conditions in clause 4.1.11, 4.1.8, 4.1.9, 4.1.10 and 4.1.11 which shall not be capable of clause 7.3 waiver) either in whole or 7.4 are not complied with by one or more in part. Each of the Vendors or Primary Sellers shall use their several reasonable endeavours to procure the Purchaser on Completion the other party may (subject to it being ready willing and able to comply with its obligations):
7.5.1.1 (in the case satisfaction of non-compliance with clause 7.4) defer Completion to not more than fourteen days after the date for Completion as set by clause 7.4; or
7.5.1.2 proceed to Completion so far as practicable without prejudice to its rights under this Agreement; or
7.5.1.3 rescind this Agreement without prejudice to any rights or remedies available to it under this Agreement.
7.6 The Purchaser will upon Completion transfer 50% those of the Shares Conditions set out in the Company to one of its wholly owned US subsidiaries ("US 1") clauses 4.1.2, 4.1.3, 4.1.4, 4.1.5, 4.1.6, 4.1.7, and the remaining 50% of the Shares in the Company to another of its wholly owned US subsidiaries ("US 2") thereafter, the Purchaser will procure that US 1 and US 2 will transfer their respective shareholdings in the Company to a further US subsidiary ("US 3") which is owned as to 50% by US 1 and 50% by US 24.
Appears in 1 contract
CONDITIONS AND COMPLETION. 7.1 5.1 Completion is shall be conditional uponon:
7.1.1 5.1.1 the demerger parties to this agreement drafting, negotiating and agreeing the form of EPL Limitedthe:
5.1.1.1 the ML Oils Collections Supply Agreement;
7.1.2 5.1.1.2 the re-registration of the Company as a private company limited by shares;
7.1.3 the signing of the agreement between Commerz Beteiligungs Gesellschaft GmBH and certain Vendors terminating a Subscription and Shareholders Agreement dated 25 September 1998 in the agreed terms.;
7.1.4 signing the Stakeholders Agreement in the agreed terms;
7.1.5 signing the Primary Warrantors' Warranty Settlement Agreement.
7.2 The parties shall use their respective best endeavours to procure that the conditions stated in clause 7.1 are fulfilled as soon as practicable and in any event on or before midnight 26 May 2000. In the event that the Conditions have not been fulfilled by midnight 26 May 2000 or by such later date as may be agreed in writing between the Vendors and the Purchaser, this Agreement shall, save for this clause 7.2 and clause 9, thereupon become null and void and none of the parties shall have any rights against any other party under this Agreement except for breach of this clause 7.2 or clause 9.
7.3 The Vendors shall, so far as they are each able, procure that between the time of the execution of this Agreement and Completion the Company will carry on business in the ordinary course and will not do anything which is not of a routine unimportant nature without the prior written consent of the Purchaser such consent not to be unreasonably withheld conditioned or delayed. The following acts by the Company and/or the Subsidiaries or any agreement by the Company and/or the Subsidiaries to do any of the following acts, shall, but without limitation, be deemed not to be of a routine unimportant nature:
7.3.1 incurring any expenditure exceeding (Pounds)2,000 on capital account or entering into any commitment to do so;
7.3.2 save for the demerger of EPL Limited disposing of any part of its assets in the ordinary course of trading;
7.3.3 borrowing any money except under its existing overdraft facilities from its bankers or making any payments out of or drawings on its bank account other than payments in the ordinary course of business or to meet obligations outstanding at the date hereof and disclosed in the Disclosure Letter;
7.3.4 entering into any guarantee or indemnity;
7.3.5 entering into any unusual or abnormal Contract (as defined in paragraph 1.1 of Schedule 4) or commitment;
7.3.6 granting any lease or third party right in respect of the Property or assigning or otherwise disposing of the same (or any part thereof);
7.3.7 making any loan;
7.3.8 entering into any leasing, hire purchase or other agreement or arrangement for payment on deferred terms;
7.3.9 declaring, making or paying any dividend or other distribution;
7.3.10 granting any security;
7.3.11 appointing any additional director;
7.3.12 taking on new employees or terminating the employment of any employees or making any change in the terms or conditions of employment or pension benefits of any employees;
7.3.13 permitting any insurance to lapse or doing anything which would make any policy of insurance void or voidable;
7.3.14 creating or issuing any class of share or loan capital;
7.3.15 making any change in its business structure or organisation; and
7.3.16 doing or omitting to do, or causing or allowing to be done or omitted to be done, any act or thing which would result or be likely to result in a breach of any of the Warranties at Completion.
7.4 Provided that this Agreement has not been rescinded and provided also that the conditions stated in clause 7.1 have been satisfied or waived by written notice, Completion of the sale and purchase of the Shares will be completed at the offices of the Vendors' Solicitors on or before midnight 26 May 2000 ("Completion") when:
7.4.1 the Vendors will produce and deliver to the Purchaser:
7.4.1.1 duly executed transfers of the Shares in favour of the Purchaser together with all relevant share certificates (or in the case of any lost certificate an indemnity satisfactory to the Purchaser in relation to it) and together also with such waivers and consents as the Purchaser may require to enable the Purchaser to be registered as the holders of the Shares (subject to the said transfers being produced to the Company duly stamped);
7.4.1.2 written resignations from all directors and the secretary of the Company and the Subsidiaries in the agreed terms;
7.4.1.3 the written resignation of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as auditors of the Company accompanied by the statement referred to in section 392 of the ActSupply Agreement;
7.4.1.4 5.1.1.3 the certificate of incorporation, any certificate(s) of incorporation on change of name, the common seal and the statutory books and registers (all entered up to date) of the Company and ADSL Limited;
7.4.1.5 at the offices of the Company all deeds and documents relating to the title of the Company to the Property;
7.4.1.6 all cheque books of the Company in current use;
7.4.1.7 bank statements in respect of each account of the Company as at the close of business on the last Business Day prior to Completion, together in each case with a reconciliation statement prepared by the Primary Warrantors to show the position at Completion (listing unpresented cheques drawn or received by the Company and standing orders payable since the date of such bank statements);
7.4.1.8 at the offices of the Company all papers, books, records, keys, credit cards and other property (if any) of the Company which are in the possession or under the control of the Vendors or any other person who resigns as an officer of the Company in accordance with this clause 7;
7.4.1.9 duly executed powers of attorney in the agreed terms;
7.4.1.10 any other documentation not referred to above but included in the Stakeholders Agreement under the description of Vendors' Deliverables;
7.4.2 each Vendor will:
7.4.2.1 repay, and will procure that any spouse or child of such Vendor or any company of which such Vendor (and/or any such spouse or child) has control (as defined in section 840 Income and Corporation Taxes Act 1988) will repay, all amounts owed by him, her or it to the Company, whether due for payment or not;
7.4.2.2 deliver to the Purchaser a deed in the agreed terms acknowledging that neither such Vendor nor any such spouse, child or company has any claim against the Company and that there is no agreement or arrangement under which the Company has any actual, contingent or prospective obligation (including, but not limited to, any obligation under any guarantee entered into by the Company) to or in respect of any of them; and
7.4.2.3 in respect of any such agreement or arrangement as is referred to in clause 7.4.2.2 which previously existed deliver to the Purchaser evidence of the release or termination of it in a form satisfactory to the Purchaser;.
7.4.3 the Vendors will, so far as they are each able, procure that duly convened meetings are held at which:
7.4.3.1 the transfers referred to in clause 7.4.1.1 (subject to stamping if not previously effected) are approved for registration in the books of the Company;
7.4.3.2 new articles of association are adopted by the Company in the agreed terms;
7.4.3.3 persons nominated by the Purchaser are appointed as directors of the Company and the Subsidiaries, and any person nominated by the Purchaser is appointed as secretary of the Company and the Subsidiaries;
7.4.3.4 all existing instructions to the bankers of the Company are revoked and new instructions given to such bankers as the Purchaser may nominate, in such form as the Purchaser directs; and
7.4.3.5 the Optionholders will each produce and deliver to the Purchaser a signed Form of Election exchanging its Share Options for TUT Options in the agreed terms. the Vendors will, so far as they are each able, procure that ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇ ▇▇▇▇ enter into side letters in respect of their service agreements with Supply Agreement;
5.1.1.4 the Company in the agreed termsLease; and
7.4.4 The Purchaser will satisfy 5.1.1.5 the consideration as provided by Clause 3Service Agreement; and
5.1.1.6 the shareholders agreement between the Parties with respect to the Buyer; and
5.1.2 the Buyer not having terminated this agreement in accordance with clause 5.7.
7.5 If 5.2 The parties to this agreement will use all their respective reasonable endeavours to procure that each condition set out in clause 5.1.1 is satisfied as soon as practicable and in any respect event that evidence of satisfaction is given before the provisions of date referred to in clause 7.3 or 7.4 are not complied with by one or more 5.4.
5.3 If either of the Vendors Sellers or the Purchaser Buyer becomes aware of any fact or matter that prejudices the satisfaction of a condition, then such Seller or Buyer will immediately inform the other parties.
5.4 If any of the conditions set out in clause 5.1.1 has not been waived by all the parties to this agreement or satisfied on or before 31 August 2011 (or such later date as may be agreed), this Agreement will automatically terminate.
5.5 On termination of the Agreement pursuant to clause 5.4 each of the parties’ further rights and obligations cease immediately, but termination will not affect the parties’ accrued rights and obligations at the date of termination.
5.6 Pending Completion the other party Sellers will procure that the Company complies with the requirements set out in Schedule 9.
5.7 The Buyer may by notice in writing to the Sellers at any time prior to Completion elect to terminate this Agreement without liability on the part of the Buyer if any fact, matter or event (subject to it being ready willing and able to comply with its obligations):
7.5.1.1 (in the case of non-compliance with clause 7.4) defer Completion to not more than fourteen days after whether existing or occurring on or before the date for of this Agreement or arising or occurring afterwards) comes to the notice of the Buyer at any time prior to Completion which:
5.7.1 constitutes a breach by the Sellers of any provision of this Agreement (including any breach of the obligations pending Completion in Schedule 9);
5.7.2 would constitute a breach of any Warranty if the Warranties were repeated on or at any time before Completion by reference to the facts and circumstances then existing and on the basis that any reference to “date of this Agreement” or equivalent term within a Warranty will be construed as set by clause 7.4a reference to the time of repetition; or
7.5.1.2 proceed 5.7.3 affects or is likely to Completion so far as practicable without prejudice affect materially and adversely the financial position or business prospects of the Company.
5.8 If the Buyer does elect to terminate this Agreement the Sellers will indemnify the Buyer against all its costs relating to the negotiation, preparation, execution or termination of this Agreement or the satisfaction of any condition set out in clause 5.1 and each party’s further rights and obligations will cease immediately on termination though termination shall not affect a party’s accrued rights and obligations at the date of termination.
5.9 The Buyer’s termination rights under this Agreement; or
7.5.1.3 rescind this Agreement clause 5.7 are without prejudice to any other rights or remedies available to it the Buyer may have under this AgreementAgreement or generally at law.
7.6 The Purchaser 5.10 Completion will upon take place on the fifth Business Day after the date on which the conditions set out in clause 5.1 have all been achieved or on such earlier date as may be agreed between the Sellers and the Buyer but in any event not later than five Business Days after the date set out in clause 5.4 (or such later date as determined in accordance with clause 5.4).
5.11 At Completion transfer 50% the Sellers shall:
5.11.1 deliver or cause to be delivered the documents and evidence as set out in Part 1 of Schedule 3;
5.11.2 procure that a board meeting of the Company is held at which the matters identified in Part 2 of Schedule 3 are carried out; and
5.11.3 deliver any other documents referred to in this agreement as being required to be delivered by the Sellers.
5.12 At Completion the Buyer shall:
5.12.1 pay £500,000 by electronic transfer to the respective bank accounts of the Sellers in accordance with clause 3 as specified by the Sellers in writing. Payment made in accordance with this clause 5.12 shall constitute a valid discharge of the obligations of the Buyer under clause 3.1;
5.12.2 procure the allotment and issue of Consideration Shares to the Sellers in accordance with clause 3.1.2; and
5.12.3 procure the issue of certificates in respect of the Warrants to be issued pursuant to clause 3.1.3.
5.13 As soon as possible after Completion, the Sellers shall send to the Buyer (at the registered office of the Buyer for the time being) all records, correspondence, documents, files, memoranda and other papers relating to the Company not required to one of its wholly owned US subsidiaries ("US 1") be delivered at Completion, and the remaining 50% which are not kept at any of the Shares in the Company to another of its wholly owned US subsidiaries ("US 2") thereafter, the Purchaser will procure that US 1 and US 2 will transfer their respective shareholdings in the Company to a further US subsidiary ("US 3") which is owned as to 50% by US 1 and 50% by US 2Properties.
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Sources: Share Purchase Agreement (Four Rivers Bioenergy Inc.)