Tender Offer Agent means the tender offer agent appointed by the Company to accept for payment validly tendered Elizabeth ADSs and/or Elizabeth Shares and pay to the holders of such Elizabeth ADSs and/or Elizabeth Shares the Offer price in accordance with the terms of the Offer.
At the Pre-Closing, the Investors shall deposit, or shall cause to be deposited, with Tender Offer Agent the Maximum Tender Offer Purchase Price and with the Escrow Agent the Maximum Investment Purchase Price less the Maximum Tender Offer Purchase Price, to be held by the Escrow Agent pursuant to the Escrow Agreement.
Investors shall irrevocably instruct the Tender Offer Agent to release and transfer to the Company on the Closing Date, by wire transfer of immediately available funds to an account designated by the Company in writing prior to the Closing Date, the balance, if any, between the Maximum Tender Offer Purchase Price and the Actual Tender Offer Purchase Price (the "Remaining Tender Offer Fund").
In the case of a non-resident Shareholder (including foreign corporations having no permanent establishment in Korea), the applicable law may require the Tender Offer Agent to withhold certain applicable capital gains taxes and surtaxes, unless (i) an applicable tax treaty provides the Shareholder with an exemption from such capital gains for the sale of shares and (ii) all actions necessary to qualify for such an exemption shall have been taken by the Shareholder.
The Tender Offer Price will be transferred to the account opened by each Shareholder with the Tender Offer Agent; provided that a securities transaction tax at a rate of 0.5% and any other applicable taxes will be deducted or withheld therefrom.
In the case where the non-resident provides insufficient proof or fails to prove qualification, the Tender Offer Agent as withholding agent may not exempt the non-resident from withholdings.