The Selling Shareholder. The obligation of the Selling Shareholder to consummate the Company Purchase is subject to the satisfaction and fulfillment of each of the following conditions at or prior to the Closing, unless waived in writing by the Selling Shareholder:
The Selling Shareholder. (a) is knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulators having application in the jurisdiction in which the Selling Shareholder is resident (the “International Jurisdiction”) which would apply to the acquisition of the Pubco Shares;
The Selling Shareholder and the Buyer shall have the right to request the addition of any necessary Permitted Regulatory Conditions or adjustments to existing Permitted Regulatory Conditions, but: (i) only to the extent necessary to be able to complete the transfer of the Relevant Securities; and (ii) provided that, where the addition of, or adjustment to, such Permitted Regulatory Conditions and/or any undertakings to be given thereunder could reasonably be expected to adversely impact upon the Remaining Shareholder or the Group, then such addition or adjustment shall be subject to the prior written consent of the Remaining Shareholder.
The Selling Shareholder and the Buyer shall have the right to request the addition of any necessary Permitted Regulatory Conditions or adjustments to existing Permitted Regulatory Conditions, but only to the extent necessary to be able to complete the transfer of the Relevant Securities.
The Selling Shareholder s/ Xxxx Xxxxxxxx Date: Jan. 6, 2012 Xxxx Xxxxxxxx, Selling Shareholder Individually THE ESCROW AGENT XXXXXXXXX SECURITIES CORP. By: /s/ Xxxxx Xxxxxxxxx Date: Jan. 6, 2012 Name: Xxxxx Xxxxxxxxx Xxxxxxxxx Securities Corp.
The Selling Shareholder s/ Xxxxxx Xxxxxxxx Date: August 11 , 2011 Xxxxxx Xxxxxxxx, Selling Shareholder Individually THE ESCROW AGENT XXXXXXXXX SECURITIES CORP. By: /s/ Xxxxx Xxxxxxxxx Date: August 11 , 2011 Name: Xxxxx Xxxxxxxxx Xxxxxxxxx Securities Corp.
The Selling Shareholder s/ Xxxxxx Xxxxxxxx Date: Oct. 3 1, 2011 Xxxxxx Xxxxxxxx, Selling Shareholder Individually THE ESCROW AGENT XXXXXXXXX SECURITIES CORP. By: /s/ Xxxxx Xxxxxxxxx Date: Oct. 3 1, 2011 Name: Xxxxx Xxxxxxxxx
The Selling Shareholder the Company, the BRLMs, the Syndicate Members, the Registrar to the Offer and the Escrow Collection Banks (as defined below) have entered into an escrow agreement dated , (the “Escrow Agreement”), pursuant to which the Escrow Collection Banks and Refund Banks have agreed to carry out certain activities in relation to the Offer.
The Selling Shareholder ratifies all actions that the Attorney-in-Fact shall do by virtue of this Power of Attorney and all actions provided for herein may be taken by any one of the Attorneys-in-Fact.
The Selling Shareholder and Buyer shall each pay its own expenses incident to the preparation and carrying out of this Agreement, including all fees and expenses of counsel (whether or not referred to by name herein) and accountants for all activities of such counsel and accountants undertaken pursuant to the subject matter of this Agreement, whether or not the transactions contemplated hereby are consummated. Section 8. NATURE AND SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS: