The Sellers' Undertakings Sample Clauses

The Sellers' Undertakings. 2A.1 The Sellers undertake to cooperate with the Buyer and transmit to the Buyer all information and/or financial statements and/or other pertinent data concerning the Company and Matan, which must be included in the prospectus/es submitted on May 31, 2007, in connection with the raising of capital for the Buyer from US investors and to be submitted, pursuant to the Registration Rights Agreement, as defined in section 3.7 herein below. Without derogating from the aforesaid, it is clarified that the financial statements of the Company and Matan for the years 2004, 2005 and 2006 are audited and prepared pursuant to U.S. auditing and reporting standards, as required by the U.S. Securities Exchange Commission, as well as any other financial statement of Cellocator and/or Matan that is required, insofar as such is required, by the U.S. Securities Exchange Commission (against payment of the cost involved in the preparation thereof) shall be prepared by the Sellers’ accountants (▇▇▇▇▇▇▇▇ office) and shall include, in addition to the unqualified opinion of the auditors, also a letter of agreement of the Sellers’ accountants to incorporate the financial statements in the Form F-3 Registration Statement that the Buyer submitted to register for trade the shares that were allocated to U.S. institutional investors, which was submitted on May 31, 2007, and the Form F-3 Registration Statement that is to be filed as detailed in the Registration Rights Agreement, as defined in section 3.7 herein below; and the Buyer and the Sellers shall sign them, and the completion of these statements is a condition for the closing of the transaction. The Buyer shall bear any costs and expenses to third parties (such as to the accountants) involved in the preparation of the statements and the transfer of information, as aforesaid, up to a total sum of USD 80,000. The Buyer shall bear the costs, as aforesaid, subject to the closing of the transaction subject of this agreement so that on the Date of Closing all costs and expenses shall also be paid, as aforesaid, against a statutory tax invoice; notwithstanding the aforesaid, the Buyer shall bear the foregoing costs also in the event that the transaction will not be completed, as a result of an act or omission of the Buyer. 2A.2 The Sellers undertake not to sell 5 percent or more of the issued share capital of the Buyer at the time of the sale, as aforesaid, to any person or to one isolated body, in one or several transactions, until the c...