Relocation Conditions. 5.2.1 The Relocation Completion shall be conditional upon the following conditions being fulfilled or waived (the “Relocation Conditions”): (a) Frontline being tax resident in Cyprus; (b) the Frontline Relocation Approval having been received; and (c) the fulfilment of all requirements under Applicable Law to ensure continued listing of Frontline on NYSE and OSE, including but not limited to: (i) the Form F-4 (Relocation) shall have become effective under the 1933 Act and shall not be the subject of any stop order suspending the effectiveness thereof or any proceedings initiated by the SEC seeking any such stop order; and (ii) the Frontline Cyprus shares shall have been approved for listing on NYSE, subject to the Relocation Completion. 5.2.2 The Relocation Conditions may solely be waived (in whole or in part, and only to the extent permitted by Applicable Law) by Frontline. 5.2.3 Frontline shall keep Euronav advised of the progress towards the satisfaction of the Relocation Conditions and shall promptly notify Euronav if it becomes aware of any matter that shall cause any of the Relocation Conditions not to be capable of satisfaction. In such case, the Parties shall meet and in good faith discuss and negotiate and use their best efforts in trying to agree on an alternative transaction structure with the aim to achieve the Relocation and the Combination. If no alternative structure to complete the Relocation and Combination can be concluded between the Parties on or before the date falling three months after such meeting, then either Party may, at its sole discretion, decide to terminate this Agreement in accordance with Clause 14. For the avoidance of doubt, this shall also include a right for Frontline, at its sole discretion, to relocate back to Bermuda following such termination of this Agreement.
Appears in 2 contracts
Sources: Combination Agreement (Frontline LTD /), Combination Agreement (Frontline LTD /)
Relocation Conditions. 5.2.1 The Relocation Completion shall be conditional upon the following conditions being fulfilled or waived (the “Relocation Conditions”): ):
(a) Frontline being tax resident in Cyprus; ;
(b) the Frontline Relocation Approval having been received; and and
(c) the fulfilment of all requirements under Applicable Law to ensure continued listing of Frontline on NYSE and OSE, including but not limited to: :
(i) the Form F-4 (Relocation) shall have become effective under the 1933 Act and shall not be the subject of any stop order suspending the effectiveness thereof or any proceedings initiated by the SEC seeking any such stop order; and and
(ii) the Frontline Cyprus shares shall have been approved for listing on NYSE, subject to the Relocation Completion.
5.2.2 The Relocation Conditions may solely be waived (in whole or in part, and only to the extent permitted by Applicable Law) by Frontline.
5.2.3 Frontline shall keep Euronav advised of the progress towards the satisfaction of the Relocation Conditions and shall promptly notify Euronav if it becomes aware of any matter that shall cause any of the Relocation Conditions not to be capable of satisfaction. In such case, the Parties shall meet and in good faith discuss and negotiate and use their best efforts in trying to agree on an alternative transaction structure with the aim to achieve the Relocation and the Combination. If no alternative structure to complete the Relocation and Combination can be concluded between the Parties on or before the date falling three months after such meeting, then either Party may, at its sole discretion, decide to terminate this Agreement in accordance with Clause 14. For the avoidance of doubt, this shall also include a right for Frontline, at its sole discretion, to relocate back to Bermuda following such termination of this Agreement.
Appears in 1 contract
Sources: Combination Agreement (Euronav NV)