Transfer Date. 3.1 Subject to clause 3.2, the Seller and each Buyer agree that the consummation of the Transfer of all Sale Shares shall occur concurrently on the date which is the third business day (or such other date agreed by the Parties) after each of the Buyers has notified the Seller and the Company (in accordance with clause 8.4 of this Agreement) that all Regulatory Conditions Precedent have been satisfied or, to the extent applicable, waived or deferred (the “Transfer Date”); provided that if such date occurs after the record date for an annual general shareholders’ meeting of the Company but before the date of such meeting, the Transfer Date shall occur on the first business day following the date of such meeting. 3.2 The consummation of the Transfer on the Transfer Date shall not occur unless the following conditions have been satisfied, or waived by the applicable Parties benefiting from such condition (and, for the avoidance of doubt, the Seller shall be entitled to waive any condition requiring an action from a Buyer and each of the Buyers shall be entitled to waive any condition requiring an action from the Seller or the Company, as applicable), on or prior to such date: 3.2.1. the Seller shall have provided a confirmation in writing to the Buyers that the representations and warranties set forth in clause 6 of this Agreement, and the agreements and acknowledgements by the parties to the Mutual Release Agreement set forth in Section 2.9 of such agreement, are true and correct as of the Transfer Date; 3.2.2. the Forbearance Letter shall have been duly executed by each party thereto and shall be either (i) in full force and effect (without any amendment, modification or waiver that is materially adverse to any Buyer) on the Transfer Date or (ii) terminated as a result of the Forbearance Holder Share Transfer on or prior to the Transfer Date; 3.2.3. the Registration Rights Agreement shall have been duly executed by each party thereto; 3.2.4. the Director Nomination Agreements shall have been duly executed by each party thereto; 3.2.5. the Pledge Agreement(s) shall have been duly executed by each party thereto; 3.2.6. the Mutual Release Agreement shall have been duly executed by each party thereto; 3.2.7. the Termination Agreement shall have been duly executed by each party thereto; 3.2.8. resignation letters effective as of the Transfer Date, the agreed form of which is attached as Exhibit 6 to this Agreement, shall have been duly executed and delivered to the Company by each of the following persons, removing such persons from their office as directors of the Company: 3.2.8.1. ▇▇▇▇▇ ▇▇▇▇▇; 3.2.8.2. ▇▇▇▇▇▇ ▇▇▇▇; 3.2.8.3. Vishal Jugdeb; and 3.2.8.4. ▇▇▇▇▇▇▇ ▇▇▇▇▇; 3.2.9. a share transfer notice effective as of the Transfer Date, substantially in the form attached as Exhibit 7 to this Agreement and evidencing the Transfer Date, shall have been duly executed and delivered to the Company by the Seller; and 3.2.10. the Company shall not have received from the agent under the Credit Agreement any notice with respect to a default, event of default or acceleration of obligations under the Credit Agreement resulting directly from the Transfer, which has not been cured, withdrawn or waived prior to the Transfer Date. 3.3 For the avoidance of doubt, the Parties hereto acknowledge that the conditions set forth in clauses 3.2.3, 3.2.4, 3.2.6 and 3.2.7 are satisfied and that the condition set forth in clause 3.2.5 shall be deemed to be satisfied within 24 hours of the Seller delivering to each Buyer a copy of the Pledge Agreement duly signed by it, regardless of whether each Buyer countersigns such Pledge Agreement.
Appears in 1 contract
Transfer Date. 3.1 Subject to clause 3.2, the Seller and each Buyer agree that the consummation of the Transfer of all Sale Shares shall occur concurrently on the date which is the third business day (or such other date agreed by the Parties) after each of the Buyers has notified the Seller and the Company (in accordance with clause 8.4 of this Agreement) that all Regulatory Conditions Precedent have been satisfied or, to the extent applicable, waived or deferred (the “Transfer Date”); provided that if such date occurs after the record date for an annual general shareholders’ meeting of the Company but before the date of such meeting, the Transfer Date shall occur on the first business day following the date of such meeting.
3.2 The consummation of the Transfer on the Transfer Date shall not occur unless the following conditions have been satisfied, or waived by the applicable Parties benefiting from such condition (and, for the avoidance of doubt, the Seller shall be entitled to waive any condition requiring an action from a Buyer and each of the Buyers shall be entitled to waive any condition requiring an action from the Seller or the Company, as applicable), on or prior to such date:be
3.2.12.1. the Seller shall have provided a confirmation in writing to the Buyers that the representations and warranties set forth in clause 6 of this Agreement, and the agreements and acknowledgements by the parties to the Mutual Release Agreement set forth in Section 2.9 of such agreement, are true and correct as of the Transfer Date;; 3.
3.2.22.2. the Forbearance Letter shall have been duly executed by each party thereto and shall be either (i) in full force and effect (without any amendment, modification or waiver that is materially adverse to any Buyer) on the Transfer Date or (ii) terminated as a result of the Forbearance Holder Share Transfer on or prior to the Transfer Date;; 3.
3.2.32.3. the Registration Rights Agreement shall have been duly executed by each party thereto;; 3.
3.2.42.4. the Director Nomination Agreements shall have been duly executed by each party thereto;; 3.
3.2.52.5. the Pledge Agreement(s) shall have been duly executed by each party thereto;; 3.
3.2.62.6. the Mutual Release Agreement shall have been duly executed by each party thereto;; 3.
3.2.72.7. the Termination Agreement shall have been duly executed by each party thereto;; 3.
3.2.82.8. resignation letters effective as of the Transfer Date, the agreed form of which is attached as Exhibit 6 to this Agreement, shall have been duly executed and delivered to the Company by each of the following persons, removing such persons from their office as directors of the Company:: 3.
3.2.8.12.8.1. ▇▇▇▇▇ ▇▇▇▇▇;
; 3.2.8.2. ▇▇▇▇▇▇ ▇▇▇▇;
; 3.2.8.3. Vishal Jugdeb; and
and 3.2.8.4. ▇▇▇▇▇▇▇ ▇▇▇▇▇;; 3.
3.2.92.9. a share transfer notice effective as of the Transfer Date, substantially in the form attached as Exhibit 7 to this Agreement and evidencing the Transfer Date, shall have been duly executed and delivered to the Company by the Seller; and
3.2.10. the Company shall not have received from the agent under the Credit Agreement any notice with respect to a default, event of default or acceleration of obligations under the Credit Agreement resulting directly from the Transfer, which has not been cured, withdrawn or waived prior to the Transfer Date.
3.3 For the avoidance of doubt, the Parties hereto acknowledge that the conditions set forth in clauses 3.2.3, 3.2.4, 3.2.6 and 3.2.7 are satisfied and that the condition set forth in clause 3.2.5 shall be deemed to be satisfied within 24 hours of the Seller delivering to each Buyer a copy of the Pledge Agreement duly signed by it, regardless of whether each Buyer countersigns such Pledge Agreement.
Appears in 1 contract
Sources: Share Transfer Agreement (HPS Investment Partners, LLC)
Transfer Date. 3.1 Subject Each Transfer Notice shall specify the date (subject to clause 3.2extension as described below, the Seller and each Buyer agree that the consummation of the Transfer of all Sale Shares shall occur concurrently on the date which is the third business day (or such other date agreed by the Parties) after each of the Buyers has notified the Seller and the Company (in accordance with clause 8.4 of this Agreement) that all Regulatory Conditions Precedent have been satisfied or, to the extent applicable, waived or deferred (the applicable “Transfer Date”) on which such transfer and transition is to occur with respect to the identified Terminating Leased Property(ies) (contingent upon the obtaining of any necessary regulatory approvals and the satisfaction of Lessor’s other requirements for the commencement of the lease, or closing of the sale, with the applicable replacement operator), which Transfer Date shall be not less than 45 days (or some lesser amount as agreed by Lessor and Tenant) after Tenant’s receipt of the applicable Transfer Notice (provided, however, that (i) if the Transfer Date specified by Lessor in its Transfer Notice is less than 90 days after Tenant’s receipt of such Transfer Notice, then, if Tenant shall reasonably and in good faith determine (which determination shall be made as soon as practicable) that an extension of the specified Transfer Date is required due to the requirements of the Worker Adjustment and Retraining Notification Act, then, as soon as practicable, but in any event within 15 days of such determination by Tenant, Tenant shall so notify Lessor in writing, and the Transfer Date that was specified in Lessor’s Transfer Notice shall be extended to such later date set forth in such notice by Tenant by which the requirements of the Worker Adjustment and Retraining Notification Act shall be satisfied (which date shall not, in any event, be later than the 90th day after Tenant’s receipt of such Transfer Notice) and (ii) Lessor shall have the right, at its option by written notice (the “Extension Notice”) to Tenant from time to time after delivery of the applicable Transfer Notice, to extend the Transfer Date); provided that if such date occurs after the record date for an annual general shareholders’ meeting of the Company but before the date of such meeting, the Transfer Date shall occur on the first business day following the date specified by Lessor, exclusive of such meeting.
3.2 The consummation of the Transfer on the Transfer Date shall not occur unless the following conditions have been satisfied, or waived by the applicable Parties benefiting from such condition (and, for the avoidance of doubt, the Seller shall be entitled any extension pursuant to waive any condition requiring an action from a Buyer and each of the Buyers shall be entitled to waive any condition requiring an action from the Seller or the Company, as applicable), on or prior to such date:
3.2.1. the Seller shall have provided a confirmation in writing to the Buyers that the representations and warranties set forth in clause 6 of this Agreement, and the agreements and acknowledgements by the parties to the Mutual Release Agreement set forth in Section 2.9 of such agreement, are true and correct as of the Transfer Date;
3.2.2. the Forbearance Letter shall have been duly executed by each party thereto and shall be either (i) in full force and effect above, may not be extended by Lessor beyond the applicable Final Lease Date (without any amendment, modification or waiver that is materially adverse to any Buyer) on the Transfer Date or (ii) terminated as a result of the Forbearance Holder Share Transfer on or prior to the Transfer Date;
3.2.3. the Registration Rights Agreement shall have been duly executed by each party thereto;
3.2.4. the Director Nomination Agreements shall have been duly executed by each party thereto;
3.2.5. the Pledge Agreement(s) shall have been duly executed by each party thereto;
3.2.6. the Mutual Release Agreement shall have been duly executed by each party thereto;
3.2.7. the Termination Agreement shall have been duly executed by each party thereto;
3.2.8. resignation letters effective as of the Transfer Date, as it may be extended by Lessor pursuant to clause (ii) above or by Tenant pursuant to clause (i) above, is referred to herein as the agreed form of which is attached as Exhibit 6 to this Agreement, shall have been duly executed and delivered to the Company by each of the following persons, removing such persons from their office as directors of the Company:
3.2.8.1. ▇▇▇▇▇ ▇▇▇▇▇;
3.2.8.2. ▇▇▇▇▇▇ ▇▇▇▇;
3.2.8.3. Vishal Jugdeb; and
3.2.8.4. ▇▇▇▇▇▇▇ ▇▇▇▇▇;
3.2.9. a share transfer notice effective as of the Transfer “Lessor’s Outside Closing Date, substantially in the form attached as Exhibit 7 to this Agreement and evidencing the Transfer Date, shall have been duly executed and delivered to the Company by the Seller; and
3.2.10. the Company shall not have received from the agent under the Credit Agreement any notice with respect to a default, event of default or acceleration of obligations under the Credit Agreement resulting directly from the Transfer, which has not been cured, withdrawn or waived prior to the Transfer Date”).
3.3 For the avoidance of doubt, the Parties hereto acknowledge that the conditions set forth in clauses 3.2.3, 3.2.4, 3.2.6 and 3.2.7 are satisfied and that the condition set forth in clause 3.2.5 shall be deemed to be satisfied within 24 hours of the Seller delivering to each Buyer a copy of the Pledge Agreement duly signed by it, regardless of whether each Buyer countersigns such Pledge Agreement.
Appears in 1 contract
Transfer Date. 3.1 Subject (a) Notwithstanding anything herein to clause 3.2the contrary, the Seller and once, on any Business Day during each Buyer agree that the consummation fiscal quarter of the Transfer of all Sale Shares shall occur concurrently on the date which is the third business day Parent (or such other date agreed by the Parties) after each of the Buyers has notified the Seller and the Company (in accordance with clause 8.4 of this Agreement) that all Regulatory Conditions Precedent have been satisfied ordate, to the extent applicable, waived or deferred (the a “Transfer Date”); provided that if such date occurs after the record date for an annual general shareholders’ meeting of the Company but before the date of such meeting, the Transfer Date shall occur on Sellers may cause Collections to be transferred from the first business day following the date of such meetingCollection Account in accordance with this Section 4.3.
3.2 The consummation of the Transfer on the Transfer Date shall not occur unless the following conditions have been satisfied, or waived by the applicable Parties benefiting from such condition (and, for the avoidance of doubt, the Seller shall be entitled b) With respect to waive any condition requiring an action from a Buyer and each of the Buyers shall be entitled to waive any condition requiring an action from the Seller or the Company, as applicable), on or prior to such date:
3.2.1. the Seller shall have provided a confirmation in writing to the Buyers that the representations and warranties set forth in clause 6 of this Agreement, and the agreements and acknowledgements by the parties to the Mutual Release Agreement set forth in Section 2.9 of such agreement, are true and correct as of the Transfer Date;
3.2.2. the Forbearance Letter shall have been duly executed by each party thereto and shall be either (i) in full force and effect (without any amendment, modification or waiver that is materially adverse to any Buyer) on the Transfer Date or (ii) terminated as a result of the Forbearance Holder Share Transfer on or prior to the Transfer Date;
3.2.3. the Registration Rights Agreement shall have been duly executed by each party thereto;
3.2.4. the Director Nomination Agreements shall have been duly executed by each party thereto;
3.2.5. the Pledge Agreement(s) shall have been duly executed by each party thereto;
3.2.6. the Mutual Release Agreement shall have been duly executed by each party thereto;
3.2.7. the Termination Agreement shall have been duly executed by each party thereto;
3.2.8. resignation letters effective as of the Transfer Date, the agreed form Parent (on behalf of which is attached as Exhibit 6 each Seller) may deliver to this Agreementthe Administrative Agent:
(i) no later than 11:00 a.m. (New York City time) at least one Business Day in advance of such Transfer Date, shall have been duly a fully executed and delivered Transfer Date Notice for such Transfer Date with respect to each Receivable that is not a Purchased Receivable, together with a fully executed and delivered Settlement Date Notice with respect to each Purchased Receivable, in each case with respect to Collections in the Collection Account as of the delivery thereof;
(ii) no later than 11:00 a.m. (New York City time) on such Transfer Date, a fully executed and delivered subsequent Transfer Date Notice, together with a fully executed and delivered subsequent Settlement Date Notice with respect to each Purchased Receivable, in each case with respect to Collections received in the Collection Account subsequent to the Company by each delivery of the following persons, removing such persons from their office as directors of Transfer Date Notice and Settlement Date Notice described in the Company:
3.2.8.1. ▇▇▇▇▇ ▇▇▇▇▇;
3.2.8.2. ▇▇▇▇▇▇ ▇▇▇▇;
3.2.8.3. Vishal Jugdebforegoing clause (i); and
3.2.8.4. ▇▇▇▇▇▇▇ ▇▇▇▇▇;
3.2.9. (iii) if agreed to by the Parent and the Administrative Agent, prior to 5:00 p.m. on such Transfer Date, a share transfer notice effective as fully executed and delivered additional subsequent Transfer Date Notice, together with a fully executed and delivered additional subsequent Settlement Date Notice with respect to each Purchased Receivable, in each case with respect to Collections received in the Collection Account subsequent to the delivery of the Transfer Date, substantially Date Notice and Settlement Date Notice described in the form attached foregoing clause (ii).
(c) So long as Exhibit 7 to this Agreement and evidencing the Transfer Date, no Facility Party’s Insolvency shall have been duly executed occurred and delivered is then continuing, the Administrative Agent shall on the applicable Transfer Date transfer to each Seller Account the following amounts:
(i) solely to the Company extent set forth in such Transfer Date Notices, with respect to each Receivable owned by such Seller and that is not a Purchased Receivable, an amount equal to all Collections on such Receivable received prior to the Sellerdelivery of such Transfer Date Notices for all Settlement Periods (to the extent not previously transferred); and
3.2.10. (ii) solely to the Company shall not have received from the agent under the Credit Agreement any notice extent set forth in such Settlement Date Notices, with respect to a defaulteach Purchased Receivable, event of default or acceleration of obligations under the Credit Agreement resulting directly from the Transferan amount determined in accordance with, which has not been curedand after giving effect to, withdrawn or waived prior to the Transfer DateSection 4.2(b).
3.3 For the avoidance of doubt, the Parties hereto acknowledge that the conditions set forth in clauses 3.2.3, 3.2.4, 3.2.6 and 3.2.7 are satisfied and that the condition set forth in clause 3.2.5 shall be deemed to be satisfied within 24 hours of the Seller delivering to each Buyer a copy of the Pledge Agreement duly signed by it, regardless of whether each Buyer countersigns such Pledge Agreement.
Appears in 1 contract
Sources: Master Accounts Receivable Purchase Agreement (World Fuel Services Corp)
Transfer Date. 3.1 Subject to clause 3.2, the Seller and each Buyer agree that the consummation (i) The transfer of the Transfer of all Sale Shares shall occur concurrently on the date which is the third will take place as soon as possible, but in any event no later than five (5) business day (or such other date agreed by the Parties) after each of the Buyers has notified the Seller and the Company (in accordance with clause 8.4 of this Agreement) that all Regulatory Conditions Precedent have been satisfied or, to the extent applicable, waived or deferred (the “Transfer Date”); provided that if such date occurs after the record date for an annual general shareholders’ meeting of the Company but before days from the date of such meeting, execution of this Agreement (the "Transfer Date").
(ii) On the Transfer Date Date:
(a) the Purchaser and the Sellers shall occur on take any action necessary for the first business day following the date of such meeting.
3.2 The consummation transfer of the Transfer on Shares in compliance with the Transfer Date shall not occur unless the following conditions have been satisfiedFrench stock exchange regulations;
(b) concurrent with, or waived by the applicable Parties benefiting from such condition (andand subject to, for the avoidance of doubt, the Seller shall be entitled to waive any condition requiring an action from a Buyer and each Purchaser's receipt of the Buyers shall be entitled to waive any condition requiring an action from the Seller or the Company, as applicable), on or prior to such date:
3.2.1. the Seller shall have provided a confirmation in writing to the Buyers that the representations and warranties set forth in clause 6 of this Agreement, and the agreements and acknowledgements by the parties to the Mutual Release Agreement items set forth in Section 2.9 1.3(ii) (d), the Purchaser shall:
(i) in immediately available funds, by wire transfer or bank check as requested by such Seller; - deliver all documents evidencing the issue and allotment to the Sellers of such agreementthe GTS Shares, are true including, without limitation, legended share certificates; - provide to each of the Sellers a legal opinion in a form reasonably satisfactory to Sellers; - provide to the Guarantors the duly executed (by Purchaser) Escrow Agreements; - provide to the Sellers a duly executed (by Purchaser) original of the Consultancy Agreements (as defined below); - provide to the Sellers a certificate duly executed by the Purchaser (the "Purchaser's Certificate") affirming that, to the best knowledge of the Purchaser, no material adverse change in the situation of GTS has occurred from and correct as after the date of execution of this Agreement through and including the Transfer Date;
3.2.2. (c) concurrent with, and subject to, Purchaser's receipt of the Forbearance Letter shall have been items set forth in Section 1.3(ii) (d), GTS shall: - provide to the Sellers an officer's certificate of good standing of GTS in a form reasonably acceptable to Sellers; and - provide to the Sellers a duly executed (by each party thereto and shall be either (iGTS) in full force and effect (without any amendment, modification or waiver that is materially adverse to any Buyer) on the Transfer Date or (ii) terminated as a result original of the Forbearance Holder Share Transfer on or prior to the Transfer Date;
3.2.3. the Registration Rights Agreement shall have been duly executed by each party thereto;(as defined below).
3.2.4. (d) concurrent with and subject to the Director Nomination Agreements shall have been duly executed by each party thereto;
3.2.5. the Pledge Agreement(s) shall have been duly executed by each party thereto;
3.2.6. the Mutual Release Agreement shall have been duly executed by each party thereto;
3.2.7. the Termination Agreement shall have been duly executed by each party thereto;
3.2.8. resignation letters effective as Seller's receipt of the Transfer Date, the agreed form of which is attached as Exhibit 6 to this Agreement, shall have been duly executed and delivered to the Company by each of the following persons, removing such persons from their office as directors of the Company:
3.2.8.1. ▇▇▇▇▇ ▇▇▇▇▇;
3.2.8.2. ▇▇▇▇▇▇ ▇▇▇▇;
3.2.8.3. Vishal Jugdeb; and
3.2.8.4. ▇▇▇▇▇▇▇ ▇▇▇▇▇;
3.2.9. a share transfer notice effective as of the Transfer Date, substantially in the form attached as Exhibit 7 to this Agreement and evidencing the Transfer Date, shall have been duly executed and delivered to the Company by the Seller; and
3.2.10. the Company shall not have received from the agent under the Credit Agreement any notice with respect to a default, event of default or acceleration of obligations under the Credit Agreement resulting directly from the Transfer, which has not been cured, withdrawn or waived prior to the Transfer Date.
3.3 For the avoidance of doubt, the Parties hereto acknowledge that the conditions items set forth in clauses 3.2.31.3(ii)(b) and (c), 3.2.4, 3.2.6 and 3.2.7 are satisfied and that the condition set forth Sellers shall deliver the following documents to the Purchaser: - the duly executed share transfer forms in clause 3.2.5 shall be deemed to be satisfied within 24 hours respect of the Seller delivering to each Buyer a copy of the Pledge Agreement duly signed by it, regardless of whether each Buyer countersigns such Pledge Agreement.Shares;
Appears in 1 contract
Sources: Agreement for the Transfer of Omnicom Shares (Global Telesystems Group Inc)