Terms of the Transaction. 9 2.1 Agreement to Sell and to Purchase the Securities................ 9 2.2
Terms of the Transaction. Section 2.1
Terms of the Transaction. 1 1.1 Assets to be Transferred . . . . . . . . . . . . . . . . . . . . 1 1.2
Terms of the Transaction. Introduction Pursuant to the terms of the Proposal, the Company would become an indirect, wholly-owned subsidiary of WMI, the holder indirectly of approximately 80 percent of the outstanding share capital of the Company as a result of the Merger. Holders of the approximately 20 percent outstanding share capital of the Company (including in the form of ADSs evidenced by ADRs) not currently owned by WMI and its subsidiaries would receive the Ordinary Shares Consideration or the ADRs Consideration, as the case may be. The Proposal will be implemented by means of the Scheme. Conditions to the Scheme The Proposal is conditional upon the Scheme becoming unconditional and becoming effective by not later than December 31, 1998 or such later date as the Company and Old WMI may agree and the English High Court may approve. The consummation of the Proposal is subject to the following conditions:
Terms of the Transaction. 1 1.1 Assets to be Transferred .................................... 1 1.2
Terms of the Transaction. 12 2.1 Agreement to Sell and to Purchase the Equity Interests 12 2.2 Purchase Price and Payment 12 2.3 Calculation and Payment of Adjustment Amount 12 ARTICLE 3 CLOSING 14 3.1 Closing 14 3.2 Deliveries by Seller 14 3.3 Deliveries by the Buyer 15
Terms of the Transaction. The basic terms of the OMX Transaction are set forth in Annex A (the “OMX Term Sheet”), and the basic terms of the DIFX Transaction are set forth in Annex B (the “DIFX Term Sheet”). The OMX Term Sheet and the DIFX Term Sheet are collectively referred to as the “Term Sheet” in this letter.
Terms of the Transaction. (a) As collateral for the issuance of the Bond by the Bonding Company, Investor has provided an irrevocable, twenty-four-month Deposit in the minimum amount of $300,000.00 on terms reasonably acceptable to the various parties to the Bond agreements (the “Relevant Parties”). The Bonding Company shall hold the Deposit in a segregated account, in the name of the Investor, and earmarked for bond support for the Company. In the alternative, the Investor may provide an irrevocable, twenty-four-month Letter of Credit in favor of the Bonding Company, in the same amount, on the Bonding Company’s form, and at a financial institution reasonably acceptable to the Relevant Parties to serve as collateral for the Bond.
Terms of the Transaction. The terms and conditions of the Transaction are set forth in the aforementioned Exhibit A, which exhibit is incorporated herein by reference. The Board of Directors of each of Offeror and the Company has unanimously approved the Transaction and agreed to recommend the Transaction to the respective shareholders of the Offeror and the Company.
Terms of the Transaction. The Parties hereto make the following representation and warranties with respect to the Transaction, and the proposed Agreement will contain representations and warranties usual and customary for transactions of this nature, including the following:
