MOFCOM Clause Samples

MOFCOM. ​ Refers to the Ministry of Commerce of China and its counterparts at all levels that exercise similar powers.

MOFCOM. If applicable, the Guarantor shall have received a written certificate from MOFCOM (企业境外投资证书) or its equivalent that confirms the completion of the filing with the MOFCOM for the transactions contemplated by the Transaction Documents without the imposition of any Impediment (the “MOFCOM Registration”);

MOFCOM. ▇▇▇▇ Process BV shall have received approval of MOFCOM for the sale of the Shares in ▇▇▇▇ Projects (Shanghai) Company Limited to the relevant Purchaser pursuant to the terms and conditions set forth in this Agreement and MOFCOM shall have issued the official approval letter for the sale and such equity transfer shall have been registered with the Shanghai Administration of Industry and Commerce. At Completion, the Sellers shall: 1. deliver to the Purchasers’ Representative or the Purchaser’s Solicitors: (A) a counterpart of the Tax Covenant duly executed by the Sellers; (B) if the same has been agreed between the parties, a counterpart of the Transitional Services Agreement in the form agreed to by the parties duly executed by Aker Business Solutions Inc.; (C) if the same has been agreed between the parties, a counterpart of the Transitional Personnel Access Agreement in the form agreed to by the parties duly executed by the relevant member of the Retained Group; (D) if the same has been agreed between the parties, a counterpart of the Agreement to be entered into in accordance with clause 19.10 executed by the relevant member(s) of the Retained Group; (E) a counterpart of the Escrow Agreement duly executed by the Sellers and the Escrow Agent, and/or a Sellers’ Bank Guarantee(s) duly executed by a reputable European bank; (F) duly executed transfers (notarised if applicable) in respect of the Shares in favour of each Purchaser as provided in Schedule 6 and share certificates (or equivalent instruments, to the extent applicable and relevant) for the Shares in the name of the relevant transferors and any power of attorney under which any transfer is executed on behalf of a Seller or any nominee; (G) a copy of the Supplemental Disclosure Letter (if any) signed by the Sellers’ Representative together with an electronic copy of any documents disclosed in the Data Room since the date of this Agreement; (H) duly executed copies of those Landlords’ Consents which have been obtained by Completion; and (I) such Property Transfers as have been obtained prior to Completion in accordance with Schedule 12 (Unassigned Properties); 2. deliver to the Purchasers (or make available to the Purchasers at the registered office of the relevant member of the Group): a copy of the minutes of duly held meetings of the directors of the Sellers authorising the execution by the Sellers of this Agreement and each of the Share Purchase Documents to which the relevant Seller is a party (...