Closing Actions. Concurrently with and in exchange for the closing actions of the other Party, the following closing actions shall occur in the sequence of the alphabetic order of paragraphs (a) to (j) below: (a) the Purchaser shall deliver evidence reasonably satisfactory to the Seller that, subject to Section 3.2, all Material Merger Control Clearances have been obtained or the respective waiting periods have expired without a reaction from the relevant competition authority in accordance with Section 3.1(a); (b) the Purchaser shall deliver evidence reasonably satisfactory to the Seller that, subject to Section 3.2, all Regulatory Filings and Approvals have been obtained, respectively made, in accordance with Section 3.1(b) (including the pre-approval from FOPI of the purchase of the Shares by the Purchaser); (c) the Purchaser shall pay to the Seller the Purchase Price in CHF by wire transfer, with value as of the Closing Date and for same day receipt, in immediately available funds to one or more bank accounts designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date; (d) the Seller shall deliver to the Purchaser the share certificates representing the Shares, duly endorsed in blank; (e) the Seller shall deliver to the Purchaser an extract of the minutes of a resolution of the board of directors of the Company approving the transfer of the Shares to the Purchaser and the entry of the Purchaser in the share register of the Company as of the Closing Date; (f) the Seller shall deliver to the Purchaser the share register of the Company in which the Purchaser is registered as the sole shareholder of the Company as of the Closing Date; (g) the Seller shall deliver to the Purchaser resignation letters of the members of the board of directors of the Company and of Winterthur Life as specified in Schedule 4.2(g), by which such persons (i) resign from such boards of directors (or other governing bodies, as applicable) and (ii) waive any rights and declare to have no claims towards any Business Entity of the Winterthur Group in connection with their membership in the respective boards of directors (or other governing bodies, as applicable); (h) the Purchaser shall deliver to the Seller a certified extract from the resolutions of the shareholders' meeting of the Company and of Winterthur Life substantially in the form attached hereto as Schedule 4.2(h) granting unconditional discharge to all former members of the board of directors of the Company, Winterthur Life and the Current Winterthur Group Executive Board in connection with their acts or omissions as directors and executive officers of the Company and of Winterthur Life during the period ending with the Closing Date; (i) the Purchaser shall procure the full repayment on behalf of Finso, or cause Finso to fully repay, the Finso Loan to the Seller's Guernsey Branch by way of payment of (aa) the Principal Finso Loan Amount and the (bb) Accrued Finso Interest, in each case in GBP by wire transfer, with value as of the Closing Date and for same day receipt, in immediately available funds to a bank account designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date; and (j) the Seller shall deliver to the Purchaser a confirmation from the Seller's Guernsey Branch substantially in the form attached hereto as Schedule 4.2(j) confirming to the Company and Finso that all amounts owed under the Finso Loan and the Finso Guarantee, including the Principal Finso Loan Amount, the Accrued Finso Interest and all interest, break cost, fees, commission and any other amounts owed under the Finso Loan and the Finso Guarantee have been discharged in full and that the Company and Finso are fully and finally released from all obligations thereunder, respectively.
Appears in 1 contract
Closing Actions. Concurrently with and in exchange for the closing actions of the other PartyAt Closing, the following closing actions shall occur in the sequence of the alphabetic order of paragraphs (a) to (j) below:
(a) Seller and the Purchaser shall deliver evidence reasonably satisfactory to take the Seller thatfollowing actions (“Closing Actions”), subject to Section 3.2, all Material Merger Control Clearances have been obtained or the respective waiting periods have expired without a reaction from the relevant competition authority simultaneously and not necessarily in accordance with Section 3.1(a);this same order:
(b) the Purchaser shall deliver evidence reasonably satisfactory to the Seller that, subject to Section 3.2, all Regulatory Filings and Approvals have been obtained, respectively made, in accordance with Section 3.1(b) (including the pre-approval from FOPI of the purchase of the Shares by the Purchaser);
(c) the Purchaser shall pay to the Seller the Purchase Price in CHF by wire transfer, with value as of the Closing Date and for same day receipt, in immediately available funds to one or more bank accounts designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date;
(d) 7.2.1 the Seller shall deliver to the Purchaser letters of resignation by the share certificates representing members of the Sharesmanagement bodies (organi amministrativi) of Target included in a list to be provided by the Purchaser to the Seller no later than ten Business Days before the Closing Date, duly endorsed in blankwith effect as of Closing, and confirming that they have no claims against the respective Group Companies (the “Resigning Directors”);
(e) 7.2.2 the Seller shall deliver use its reasonable efforts to cause the Purchaser an extract members of the minutes of a resolution of the board of directors supervisory body (organo di controllo) of the Company approving included in a list to be provided by the Purchaser to the Seller no later than ten Business Days before the Closing Date to resign or otherwise cease from their office with effect as of Closing, confirming that they have no claims against the respective Group Companies (the “Resigning Auditors”);
7.2.3 the Seller shall have funded the Seller Escrow Account;
7.2.4 the Parties shall execute the Deed of Transfer, so as to transfer the Quota to the Purchaser, free of Encumbrances;
7.2.5 the Purchaser shall pay the Purchase Price to the Seller;
7.2.6 the Parties shall cause the Company to record the transfer of the Shares Quota in its shareholders’ ledger
7.2.7 Manitex Valla shall pay through immediately available funds that portion of the consideration owed to the Company pursuant to the Valla Sale Agreement;
7.2.8 the Purchaser and shall receive the entry payment of the Purchaser in the share register First Tranche of the Company as Intercompany Claims;
7.2.9 the Seller shall cause a quotaholders’/shareholders’ meeting of the Group Companies to be held for the purpose of:
(a) ratifying the actions carried out by the Resigning Directors and Resigning Auditors and waiving to the maximum extent provided for by the applicable law any possible claim/objection against them;
(b) appointing the new members of the Group Companies’ management bodies (organi amministrativi) indicated in a list to be provided by the Purchaser to the Seller no later than five Business Days before the Closing Date;
(fc) subject to the resignation contemplated in Clause 7.2.2 above, appointing the new members of the Group Companies’ supervisory bodies (organi di controllo) indicated in a list to be provided by the Purchaser to the Seller shall deliver to the Purchaser the share register of the Company in which the Purchaser is registered as the sole shareholder of the Company as of no later than five Business Days before the Closing Date;
(g) 7.2.10 the Seller shall deliver to the Purchaser resignation letters of the members of the board of directors of the Company and of Winterthur Life as specified in Schedule 4.2(g), by which such persons (i) resign from such boards of directors (or other governing bodies, as applicable) and (ii) waive any rights and declare to have no claims towards any Business Entity of the Winterthur Group in connection with their membership in the respective boards of directors (or other governing bodies, as applicable);
(h) the Purchaser shall deliver to the Seller cause a certified extract from the resolutions of the shareholders' ’ meeting of the Company to be held for the purpose of, and validly resolve upon, the adoption of Winterthur Life substantially new by-laws in text to be provided by the form attached hereto as Schedule 4.2(h) granting unconditional discharge Purchaser to all former members of the board of directors of the Company, Winterthur Life and the Current Winterthur Group Executive Board in connection with their acts or omissions as directors and executive officers of the Company and of Winterthur Life during the period ending with Seller no later than ten Business Days before the Closing Date;
(i) the Purchaser shall procure the full repayment on behalf of Finso, or cause Finso to fully repay, the Finso Loan to the Seller's Guernsey Branch by way of payment of (aa) the Principal Finso Loan Amount and the (bb) Accrued Finso Interest, in each case in GBP by wire transfer, with value as of the Closing Date and for same day receipt, in immediately available funds to a bank account designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date; and
(j) the Seller shall deliver to the Purchaser a confirmation from the Seller's Guernsey Branch substantially in the form attached hereto as Schedule 4.2(j) confirming to the Company and Finso that all amounts owed under the Finso Loan and the Finso Guarantee, including the Principal Finso Loan Amount, the Accrued Finso Interest and all interest, break cost, fees, commission and any other amounts owed under the Finso Loan and the Finso Guarantee have been discharged in full and that the Company and Finso are fully and finally released from all obligations thereunder, respectively.
Appears in 1 contract
Sources: Sale and Purchase Agreement (Manitex International, Inc.)
Closing Actions. Concurrently with and in exchange for 6.2.1. The following actions shall take place at the closing actions registered office of the other Party, Company on the Closing Date in the following closing actions shall occur in the sequence of the alphabetic order of paragraphs (a) to (j) beloworder:
(a) Each of the Sellers shall have delivered the Final Tax Certificate to the Purchaser shall deliver evidence reasonably satisfactory Representatives with respect to the sale of the Sale Shares held by such Seller that, subject to Section 3.2, all Material Merger Control Clearances have been obtained or the respective waiting periods have expired without a reaction from the relevant competition authority in accordance with Section 3.1(a);Purchaser Representatives.
(b) The Purchaser shall, and each Original Purchasers shall procure that the Purchaser shall deliver evidence reasonably satisfactory remit their Net Purchase Amount in the manner as set out in Schedule I, by wire transfer or electronic fund transfer (i) for the ▇▇ ▇▇▇▇▇▇▇, in the accounts designated by the respective ▇▇ ▇▇▇▇▇▇▇ to the Seller thatPurchaser Representatives; and (ii) for the Sellers (except the ▇▇ ▇▇▇▇▇▇▇), subject to Section 3.2, all Regulatory Filings and Approvals have been obtained, respectively made, in the account notified in accordance with Section 3.1(b) (including the pre-approval from FOPI of the purchase of the Shares by the Purchaser);Clause 3.6 above.
(c) Subject to the escrow arrangement in Schedule 5, the Sellers shall (i) deliver to its depository participant, the delivery instructions duly signed by it authorizing the depository participant to give credit of the Sale Shares to the dematerialized account of the Purchaser, details of which shall be provided by the Purchaser shall pay to Sellers; and (ii) deliver a copy of the aforesaid irrevocable delivery instruction slip along with a confirmation from the respective Sellers’ depository participant that the Sale Shares have been credited to the Seller the Purchase Price in CHF by wire transfer, with value as dematerialized account of the Closing Date and for same day receipt, in immediately available funds to one or more bank accounts designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date;Purchaser.
(d) The Company shall convene and hold a meeting of its Board, at which meeting the Seller directors shall deliver to the Purchaser the share certificates representing the Shares, duly endorsed in blank;
(e) the Seller shall deliver to the Purchaser an extract of the minutes of pass a resolution of the board of directors of the Company approving to record the transfer of the Sale Shares in the name of the Purchaser upon receipt of the duly executed receipt from the depository of the Purchaser acknowledging the transfer of the Sale Shares and the Company shall take such other actions as may be required under its Charter Documents or by Applicable Law, in respect of the performance of the various obligations under this Agreement; and deliver certified copies of such resolutions to the Purchaser and the entry Representatives.
6.2.2. The Parties agree that each of the Purchaser actions provided for in Clause 6.2.1 (Closing Actions) above shall take place on the share register Closing Date simultaneously with the transactions set out in clause 6.2 of the Company Restated Long Form SPA and none of the above mentioned transactions shall be consummated unless all such transactions have been complete or complied with. The Parties shall take all measures and do all acts, deeds, matters and things as of may be required to ensure that all the events contemplated under Clause 6.2.1 (Closing Actions) are initiated and completed on the Closing Date;
(f) the Seller shall deliver to the Purchaser the share register of the Company in which the Purchaser is registered as the sole shareholder of the Company as of the Closing Date;
(g) the Seller shall deliver to the Purchaser resignation letters of the members of the board of directors of the Company and of Winterthur Life as specified in Schedule 4.2(g), by which such persons (i) resign from such boards of directors (or other governing bodies, as applicable) and (ii) waive any rights and declare to have no claims towards any Business Entity of the Winterthur Group in connection with their membership in the respective boards of directors (or other governing bodies, as applicable);
(h) the Purchaser shall deliver to the Seller a certified extract from the resolutions of the shareholders' meeting of the Company and of Winterthur Life substantially in the form attached hereto as Schedule 4.2(h) granting unconditional discharge to all former members of the board of directors of the Company, Winterthur Life and the Current Winterthur Group Executive Board in connection with their acts or omissions as directors and executive officers of the Company and of Winterthur Life during the period ending with the Closing Date;
(i) the Purchaser shall procure the full repayment on behalf of Finso, or cause Finso to fully repay, the Finso Loan to the Seller's Guernsey Branch by way of payment of (aa) the Principal Finso Loan Amount and the (bb) Accrued Finso Interest, in each case in GBP by wire transfer, with value as of the Closing Date and for same day receipt, in immediately available funds to a bank account designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date; and
(j) the Seller shall deliver to the Purchaser a confirmation from the Seller's Guernsey Branch substantially in the form attached hereto as Schedule 4.2(j) confirming to the Company and Finso that all amounts owed under the Finso Loan and the Finso Guarantee, including the Principal Finso Loan Amount, the Accrued Finso Interest and all interest, break cost, fees, commission and any other amounts owed under the Finso Loan and the Finso Guarantee have been discharged in full and that the Company and Finso are fully and finally released from all obligations thereunder, respectively.
Appears in 1 contract
Sources: Share Sale and Purchase Agreement
Closing Actions. Concurrently with and in exchange for 12.1 At the closing actions Scheduled Closing Date, subject to all of the other PartyClosing Conditions having occurred or been waived in accordance with this Agreement, the Parties shall take the following closing actions shall occur (the "Closing Actions") in the sequence following order and which shall be deemed to have been taken simultaneously (Zug um Zug):
12.1.1 the Sellers shall provide (i) resignation letters from the Resigning Individuals set out in agreed form in Exhibit 12.1.1, effective as of the alphabetic order end of paragraphs the Closing Date, as well as (aii) a waiver by the Resigning Individuals waiving all claims and liabilities against the Target Group Companies except for any claims and entitlements to unpaid advisory board fees and reimbursement of travel and accommodation expenses accrued or incurred until Closing.
12.1.2 Sellers shall deliver to the Purchasers a duly signed certificate set out in agreed form in Exhibit 12.1.2(a) in respect of the Closing Conditions pursuant to Sections 11.3, 11.4, 11.6 and 11.7 and the Purchasers shall deliver to the Sellers a duly signed certificate set out in agreed form in Exhibit 12.1.2(b) in respect of the Closing Condition pursuant to Section 11.7.
12.1.3 Subsequently and simultaneously (j) below:Zug um Zug)
(a) the Purchaser Purchasers or an Affiliate of the Purchasers shall deliver evidence reasonably satisfactory pay, in either case on behalf and on account of the respective debtor as a payment in the meaning of § 267 sec. 1 of the German Civil Code (BGB) (§ 267 sec. ▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇), to the Seller that, subject Financing Banks the Full Repayment Amount by wire transfer to Section 3.2, all Material Merger Control Clearances have been obtained the bank account(s) specified by the Financing Banks and the Purchasers shall provide to the Sellers written confirmation of that payment to the Financing Banks (or the respective waiting periods have expired without a reaction from the relevant competition authority in accordance with Section 3.1(aagent on their behalf);
(b) the Purchaser Sellers shall deliver evidence reasonably satisfactory to provide the Seller that, subject to Section 3.2, all Regulatory Filings and Approvals have been obtained, respectively made, in accordance Purchasers with Section 3.1(b) (including the pre-approval from FOPI a confirmation of receipt of the purchase Full Repayment Amount by the Financing Banks or the Facility Agent on behalf of the Shares by the Purchaser)Financing Banks;
(c) the Purchaser Purchasers shall pay an amount to the Seller Sellers’ Account(s) which is equal to the amount of the Aggregate Purchase Price in CHF by wire transfer, with value as of the Closing Date and for same day receipt, in immediately available funds to one or more bank accounts designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior payable to the Closing DateSellers;
(d) the Seller Sellers shall deliver to provide the Purchaser Purchasers with a confirmation of receipt of the share certificates representing the Shares, duly endorsed in blankAggregate Purchase Price;
(e) the Seller Sellers shall deliver to the Purchaser an extract of the minutes of a resolution of the board of directors of the Company approving the transfer of the Shares to the Purchaser and the entry of the Purchaser in the share register of the Company certificate confirming that as of the Closing DateDate they are not aware of any third party claiming to own any of the Sale Shares;
(f) the Seller Sellers and Purchaser 2 shall deliver execute any and all other instruments necessary under applicable law to transfer the Shareholder Loan Receivables to Purchaser the share register of the Company in which the Purchaser is registered as the sole shareholder of the Company as of the Closing Date2;
(g) the Seller Parties shall deliver jointly instruct the acting notary, in the form as Exhibit 12.1.3(g), to the Purchaser resignation letters of the members of the board of directors file an updated shareholder’s list of the Company and of Winterthur Life as specified in Schedule 4.2(g), by which such persons (i) resign from such boards of directors (or other governing bodies, as applicable) and (ii) waive any rights and declare to have no claims towards any Business Entity of with the Winterthur Group in connection with their membership in the respective boards of directors (or other governing bodies, as applicable);relevant commercial register; and
(h) the Sellers shall grant Purchaser shall deliver to the Seller 1 a notarial certified extract from the resolutions power of the shareholders' meeting of the Company and of Winterthur Life attorney, substantially in the form of Exhibit 12.1.3(h), pursuant to which Purchaser 1 is entitled to hold shareholder meetings and adopt shareholder resolutions of the Target Company, it being understood that such power of attorney ends automatically upon Purchaser 1 being considered as the shareholder of the Target Company pursuant to § 16 sec. 1, sent. 1 of the German Act on limited liability companies (GmbHG).
12.1.4 Finally, after all Closing Actions have been duly satisfied or waived in accordance with Section 12.1 as the case may be, the Sellers and the Purchasers shall sign the "Closing Confirmation", a draft of which is attached hereto as Schedule 4.2(h) granting unconditional discharge to all former members of the board of directors of the Company, Winterthur Life and the Current Winterthur Group Executive Board in connection with their acts or omissions as directors and executive officers of the Company and of Winterthur Life during the period ending with the Closing Date;
(i) the Purchaser shall procure the full repayment on behalf of Finso, or cause Finso to fully repay, the Finso Loan to the Seller's Guernsey Branch by way of payment of (aa) the Principal Finso Loan Amount and the (bb) Accrued Finso Interest, in each case in GBP by wire transfer, with value as of the Closing Date and for same day receipt, in immediately available funds to a bank account designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date; and
(j) the Seller shall deliver to the Purchaser a confirmation from the Seller's Guernsey Branch substantially in the form attached hereto as Schedule 4.2(j) confirming to the Company and Finso that all amounts owed under the Finso Loan and the Finso Guarantee, including the Principal Finso Loan Amount, the Accrued Finso Interest and all interest, break cost, fees, commission and any other amounts owed under the Finso Loan and the Finso Guarantee have been discharged in full and that the Company and Finso are fully and finally released from all obligations thereunder, respectivelyExhibit 12.1.
Appears in 1 contract
Sources: Share Purchase and Transfer Agreement (Interface Inc)
Closing Actions. Concurrently with and in exchange for On the closing actions of the other PartyScheduled Closing Date, the following closing actions Parties shall occur in the sequence of the alphabetic order of paragraphs take, or if applicable, cause to be taken, concurrently (a) to (j) below:
(aZug um Zug) the Purchaser shall deliver evidence reasonably satisfactory to following actions (the Seller that“Closing Actions”), subject to Section 3.2, all Material Merger Control Clearances have been obtained or the respective waiting periods have expired without a reaction from the relevant competition authority in each case if not already taken before in accordance with Section 3.1(a);this Agreement:
(ba) the Purchaser shall deliver evidence reasonably satisfactory to the Seller thatUnless this has been done before, subject to Section 3.2, all Regulatory Filings and Approvals have been obtained, respectively made, in accordance with Section 3.1(b) (including the pre-approval from FOPI of the purchase of the Shares by the Purchaser);
(c) the Purchaser shall pay to the Seller the Purchase Price in CHF by wire transfer, with value as of the Closing Date and for same day receipt, in immediately available funds to one or more bank accounts designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date;
(d) the Seller Sellers shall deliver to the Purchaser the share certificates representing the Shares, duly endorsed in blank;
(e) the Seller shall deliver Buyer copies of addenda to the Purchaser an extract of the minutes of a resolution of the board of directors of the Company approving the transfer of the Shares to the Purchaser and the entry of the Purchaser in the share register of the Company as of the Closing Date;
(f) the Seller shall deliver to the Purchaser the share register of the Company in which the Purchaser is registered as the sole shareholder of the Company as of the Closing Date;
(g) the Seller shall deliver to the Purchaser resignation letters of the members of the board of directors service agreements with each managing director of the Company and of Winterthur Life as specified in Schedule 4.2(g), by which such persons (i) resign from such boards of directors (or other governing bodies, as applicable) and (ii) waive any rights and declare to have no claims towards any Business Entity the employment agreements with each of the Winterthur Group Key Employees duly executed by the relevant parties in connection accordance with their membership in the respective boards of directors (or other governing bodies, as applicable)Sections 9.1 and 9.2;
(hb) Buyer shall pay the Purchaser Cash Consideration, including any applicable bank fees or charges, to Sellers’ Accounts with discharging effect towards the Sellers;
c) Buyer shall deliver to Sellers 1 and 3 a Notice setting forth the Seller a certified extract from the resolutions amount of the shareholders' meeting Consideration Shares to be transferred to Sellers 1 and 3 as Equity Consideration and Sellers 1 and 3 shall acknowledge and confirm the amount of the Company and of Winterthur Life substantially Consideration Shares in the form attached hereto of a Notice;
d) Buyer shall assign to Sellers 1 and 3 and Sellers 1 and 3 shall acquire the Consideration Shares, free of Encumbrances but subject to any restrictions under the applicable Laws (including stock exchange rules) and any restrictions expressly agreed upon by the Parties hereunder;
e) Seller 1 and Seller 3 must have been duly registered as Schedule 4.2(h) granting unconditional discharge to all former members stockholders of the board of directors of the Company, Winterthur Life Consideration Shares and the Current Winterthur Group Executive Board Consideration Shares as set forth in connection with their acts or omissions as directors and executive officers of the Company and of Winterthur Life during the period ending with the Closing Date;
Section 6.1.4a) – in both cases (i) the Purchaser shall procure the full repayment on behalf of Finsoregistered and, or cause Finso to fully repay, the Finso Loan to the Seller's Guernsey Branch by way extent legally possible, unrestricted) - have been transferred free of payment charge to the share accounts of (aa) the Principal Finso Loan Amount Seller 1 and the (bb) Accrued Finso Interest, Seller 3 in each case in GBP by wire transfer, accordance with value as of the Closing Date standard registration periods under United States securities laws and for same day receipt, in immediately available funds to a bank account designated by the Seller in writing regulations but no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date; and
(j) the Seller shall deliver to the Purchaser a confirmation from the Seller's Guernsey Branch substantially in the form attached hereto as Schedule 4.2(j) confirming to the Company and Finso that all amounts owed under the Finso Loan and the Finso Guarantee, including the Principal Finso Loan Amount, the Accrued Finso Interest and all interest, break cost, fees, commission and any other amounts owed under the Finso Loan and the Finso Guarantee have been discharged in full and that the Company and Finso are fully and finally released from all obligations thereunder, respectively.31 January 2025;
Appears in 1 contract
Sources: Share Purchase Agreement (Brand Engagement Network Inc.)
Closing Actions. Concurrently with On the Scheduled Closing Date, the Seller and the Purchaser (as the case may be) shall, in exchange for the closing actions of the other Partyprompt succession, take, or cause to be taken, the following closing actions shall occur as set forth in Section 10.2(a) to 10.2(h) simultaneously (Zug um Zug) in the sequence as set out below (the “Closing Actions”), provided that the documents to be exchanged in fulfillment of the alphabetic order Closing Actions are physically available to the legal advisors of paragraphs (a) the Parties on the Scheduled Closing Date at the place at which the Closing shall take place and those documents, of which agreed form versions are attached to (j) belowthis Agreement, are substantially in the form as attached hereto:
(ai) The Purchaser shall pay an amount equal to the Preliminary Purchase Price into the Seller’s Bank Account and such amount shall be finally credited to the Seller’s Bank Account;
(ii) The Purchaser shall pay the Bank Repayment Amount on behalf of the relevant Group Companies into the Finance Parties’ Bank Account and the Bank Repayment Amount shall be finally credited to the Finance Parties’ Account;
(iii) The Seller and the Purchaser shall deliver evidence reasonably satisfactory to execute the Seller thatClosing Disclosure Letter, subject to Section 3.2, all Material Merger Control Clearances have been obtained or substantially in the respective waiting periods have expired without a reaction from the relevant competition authority form as attached in accordance with Section 3.1(aExhibit 10.2(c);
(biv) the Purchaser The Seller shall deliver evidence reasonably satisfactory the Shareholder Loan Termination Agreement to the Seller that, subject to Section 3.2, all Regulatory Filings and Approvals have been obtained, respectively made, in accordance with Section 3.1(b) (including the pre-approval from FOPI of the purchase of the Shares by the Purchaser);
(cv) the Purchaser shall pay to the Seller the Purchase Price in CHF by wire transfer, with value as of the Closing Date and for same day receipt, in immediately available funds to one or more bank accounts designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date;
(d) the The Seller shall deliver to the Purchaser the share certificates representing the Shares, duly endorsed in blankexecuted Advisory Board Resignation Letters for each of [***];
(evi) The Purchaser shall procure that the Seller shall deliver to the Purchaser an extract of the minutes of a resolution of the board of directors of the Company approving the transfer of the Shares to the Purchaser and the entry of the Purchaser in the share register of the Company as of the Closing DateShareholders’ Resolution exocad Group GmbH is passed;
(fvii) the Seller shall deliver to the Purchaser the share register of the Company in which the Purchaser is registered as the sole shareholder of the Company as of the Closing Date;
(g) the Seller shall deliver to the Purchaser resignation letters of the members of the board of directors of the Company and of Winterthur Life as specified in Schedule 4.2(g), by which such persons (i) resign from such boards of directors (or other governing bodies, as applicable) and (ii) waive any rights and declare to have no claims towards any Business Entity of the Winterthur Group in connection with their membership in the respective boards of directors (or other governing bodies, as applicable);
(h) the The Purchaser shall deliver to pass the Seller a certified extract from the resolutions of the shareholders' meeting of the Company and of Winterthur Life substantially in the form attached hereto as Schedule 4.2(h) granting unconditional discharge to all former members of the board of directors of the Shareholders’ Resolution Company, Winterthur Life and the Current Winterthur Group Executive Board in connection with their acts or omissions as directors and executive officers of the Company and of Winterthur Life during the period ending with the Closing Date;
(i) the Purchaser shall procure the full repayment on behalf of Finso, or cause Finso to fully repay, the Finso Loan to the Seller's Guernsey Branch by way of payment of (aa) the Principal Finso Loan Amount and the (bb) Accrued Finso Interest, in each case in GBP by wire transfer, with value as of the Closing Date and for same day receipt, in immediately available funds to a bank account designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date; and
(jviii) The Purchaser shall, and shall cause the Seller shall deliver to respective Group Companies to, pass the Purchaser a confirmation from the Seller's Guernsey Branch substantially in the form attached hereto as Schedule 4.2(j) confirming to the Company and Finso that all amounts owed under the Finso Loan and the Finso Guarantee, including the Principal Finso Loan Amount, the Accrued Finso Interest and all interest, break cost, fees, commission and any other amounts owed under the Finso Loan and the Finso Guarantee have been discharged in full and that the Company and Finso are fully and finally released from all obligations thereunder, respectivelyShareholders’ Resolutions Subsidiaries.
Appears in 1 contract
Closing Actions. Concurrently with The Parties acknowledge and in exchange agree that it is a requirement for the closing actions sale and purchase of the other PartySale Shares to be completed that all the below actions to be carried out on the Closing Date pursuant to this Clause 3.2, and all documents to be executed or delivered hereunder, are effectively completed and executed or delivered simultaneously (en unidad de acto) on the following closing actions shall occur in the sequence of the alphabetic order of paragraphs (a) to (j) belowdate hereof:
(a) The Parties shall grant before the Purchaser shall Notary a public deed pursuant to which (i) the Parties formalize (elevación a público) this Agreement into public deed, (ii) the Seller acknowledges satisfaction of the Purchase Price by means of the set-off of the Loan Amount, and (iii) the Seller transfers ownership and deliver evidence reasonably satisfactory the Sale Shares to the Seller thatBuyer and the Buyer, subject to Section 3.2in turn, all Material Merger Control Clearances have been obtained or acquires and receives the respective waiting periods have expired without a reaction from Sale Shares (the relevant competition authority in accordance with Section 3.1(a“Public Deed”);
(b) The Seller shall sign and deliver, or cause to be delivered, to the Purchaser shall deliver evidence Buyer the following items:
(i) original public deed titles of ownership with respect to the Sale Shares to record in said titles the transfer of the Sale Shares to the Buyer;
(ii) powers of attorney sufficient for the execution of this Agreement and any other Ancillary Agreement;
(iii) a certificate issued by the joint and several directors of the Company (with their signatures duly notarized), in form and substance reasonably satisfactory to the Seller thatBuyer and for its inclusion in the Public Deed, subject certifying with reference to Section 3.2, all Regulatory Filings and Approvals have been obtained, respectively made, in accordance with Section 3.1(bthe Company’s Registry Book of Shareholders (Libro Registro de Socios) (including A) the pre-approval from FOPI ownership of the purchase of the Shares by the Purchaser);
(c) the Purchaser shall pay to the Seller the Purchase Price in CHF by wire transfer, with value as of the Closing Date and for same day receipt, in immediately available funds to one or more bank accounts designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date;
(d) the Seller shall deliver to the Purchaser the share certificates representing the Sale Shares, duly endorsed in blank;
(eB) that the Seller shall deliver to the Purchaser an extract of the minutes of a resolution of the board of directors of the Company approving Sale Shares are free from any Liens, and (C) that all requirements for the transfer of the Sale Shares to the Purchaser Buyer set forth by Law, the Company’s bylaws and any relevant agreement have been duly complied with;
(iv) letter signed by all the entry of the Purchaser in the share register shareholders of the Company as renouncing to and waiving any preemption rights in relation to the transfer of the Closing DateSale Shares to which they might be entitled by virtue of Law, the Company’s bylaws or the Existing Shareholders Agreement;
(fv) the Seller shall deliver to the Purchaser the share register adequate evidence of the Company in which the Purchaser is registered as the sole shareholder termination of the Company as Existing Shareholders Agreement signed by all the shareholders of the Closing DateCompany;
(gvi) the Seller shall deliver to the Purchaser resignation letters transfer of the members Sale Shares shall be recorded in the Company’s Registry Book of Shareholders;
(vii) a duly executed release in the board of directors of form mutually agreed to by the Buyer (the “Shareholder Release”) from the Seller and the Founders; and
(viii) A General Shareholders’ meeting in the Company and of Winterthur Life as specified in Schedule 4.2(g)shall be held with universal nature adopting, by which such persons the following resolutions: (i) resign from such boards of directors (or other governing bodies, as applicable) and (ii) waive any rights and declare to have no claims towards any Business Entity resignation of the Winterthur Group in connection with their membership in the respective boards of directors (or other governing bodies, as applicable);
(h) the Purchaser shall deliver to the Seller a certified extract from the resolutions of the shareholders' meeting of the Company current joint and of Winterthur Life substantially in the form attached hereto as Schedule 4.2(h) granting unconditional discharge to all former members of the board of several directors of the Company, Winterthur Life (ii) change of the Company’s management structure to a Board of Directors; (iii) appointment of the Board members listed in Clause 4.4. of the Shareholders Agreement; (iv) approval of new by-laws of the Company. Concomitantly, a Board of Director’s meeting shall be held appointing the Chairman and Secretary of the Board of Directors of the Company in accordance with the above referred Clause 4.4. of the Shareholders Agreement.
(ix) Delivery by the Buyer of discharge letters for the benefit of the director(s) undertaking, in the absence of fraud or gross negligence, not to bring any direct action against him/them for any past action in his/its condition as director in relation to the management of the Company.
(c) The Founders and the Current Winterthur Group Executive Board Buyer shall execute the Options Agreement and shall grant before the Notary a public deed pursuant to which Options Agreement is notarized (elevación a público). The Option rights over the Founders’ Shares shall be recorded in the Company’s Registry Book of Shareholders
(d) The Founders and the Buyer shall declare the termination and effectively terminate the Pledge (including the Promise to Pledge as described under the Pledge) including any and all rights and obligations stated therein, and the Irrevocable Power of Attorney granted on the same date in connection therewith.
(e) The Founders, the Buyer, and the Company shall execute the Shareholders Agreement and shall grant before the Notary a public deed pursuant to which the Shareholders Agreement is notarized (elevación a público).
(f) The Founders shall deliver written evidence of the termination of the Phantom Shares Agreements signed by the Company and certain managers, consultants and employees of the Company, expressly releasing the Buyer from any direct or indirect liability that may arise in connection with their acts the same and/or any claim any employee, manager or omissions as directors and executive officers shareholder of the Company and may have against the Company in relation to any existing or deemed employee stock option, phantom shares or incentive plan for the benefit of Winterthur Life during the period ending with the Closing Date;
(i) the Purchaser shall procure the full repayment on behalf of Finso, or cause Finso to fully repay, the Finso Loan to the Seller's Guernsey Branch by way of payment of (aa) the Principal Finso Loan Amount and the (bb) Accrued Finso Interest, in each case in GBP by wire transfer, with value as any of the Closing Date and for same day receiptemployees, in immediately available funds to a bank account designated by the Seller managers and/or shareholders (whether in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date; and
(j) the Seller shall deliver to the Purchaser a confirmation from the Seller's Guernsey Branch substantially in the form attached hereto as Schedule 4.2(j) confirming to the Company and Finso that all amounts owed under the Finso Loan and the Finso Guarantee, including the Principal Finso Loan Amount, the Accrued Finso Interest and all interest, break cost, fees, commission and any other amounts owed under the Finso Loan and the Finso Guarantee have been discharged in full and that the Company and Finso are fully and finally released from all obligations thereunder, respectivelyor orally).
Appears in 1 contract
Sources: Share Purchase Agreement (Entravision Communications Corp)
Closing Actions. Concurrently with and in exchange for The Seller shall deliver or cause to be delivered to the closing actions Buyer each of the other Partyfollowing, duly executed by the following closing actions shall occur in the sequence of the alphabetic order of paragraphs Seller (a) to (j) below:where appropriate):
(a) the Purchaser shall deliver evidence reasonably satisfactory bills of sale conveying to the Seller that, subject to Section 3.2, all Material Merger Control Clearances have been obtained or Buyer the respective waiting periods have expired without a reaction from Purchased Assets and other instruments of transfer as may be reasonably required by the relevant competition authority in accordance with Section 3.1(a)Buyer;
(b) a special warranty deed or deeds conveying the Purchaser shall deliver evidence reasonably satisfactory Purchased Real Property to the Seller that, subject to Section 3.2, all Regulatory Filings and Approvals have been obtained, respectively made, in accordance with Section 3.1(b) (including the pre-approval from FOPI of the purchase of the Shares by the Purchaser)Buyer;
(c) the Purchaser shall pay to the Seller the Purchase Price in CHF by wire transfer, with value as originals of all of the Closing Date following: (i) the Personal Property Leases; (ii) all other Purchased Contracts; and (iii) any consents required for same day receipt, in immediately available funds to one or more bank accounts designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing DatePurchased Contracts;
(d) title insurance policies for each parcel of Real Property issued by Title Insurer, dated the Closing Date, each of which such policies (i) shall be in the full amount of the portion of the Purchase Price that the Seller and the Buyer mutually allocate to each such parcel in accordance with Section 1.3(c), and (ii) shall deliver be in the form of American Land Title Association Owner's Policy, 1970 Form B, subject only to the Purchaser standard exclusions from coverage contained in such policy and the share certificates representing the Shares, duly endorsed in blankapplicable Permitted Liens;
(e) certificates of title for all Vehicles, duly endorsed for transfer to the Buyer and keys for all Vehicles;
(f) certificates of the secretaries of the Seller shall deliver to the Purchaser an extract of the minutes of a resolution of the board of directors of the Company approving the transfer of the Shares to the Purchaser and the entry of the Purchaser in the share register of the Company Parent, dated as of the Closing Date;
(f) , certifying the resolutions of the boards of directors of the Seller shall deliver to and Parent approving and authorizing the Purchaser execution and delivery of this Agreement and the share register consummation by the Seller and Parent of the Company in which transactions contemplated hereby, together with an incumbency and signature certificate regarding the Purchaser is registered as the sole shareholder officer(s) signing on behalf of the Company as of the Closing DateSeller and Parent;
(g) the non-competition agreements duly executed by Seller shall deliver to the Purchaser resignation letters of the members of the board of directors of the Company and of Winterthur Life as specified in Schedule 4.2(g), by which such persons (i) resign from such boards of directors (or other governing bodies, as applicable) and (ii) waive any rights and declare to have no claims towards any Business Entity of the Winterthur Group in connection with their membership Parent in the respective boards form of directors (or other governing bodies, as applicable);
Exhibit D attached hereto; (h) the Purchaser shall deliver to a certificate executed by the Seller a certified extract from the resolutions and Parent indicating that all conditions to Seller's obligations have been satisfied or waived and that all representations of the shareholders' meeting of the Company Seller and of Winterthur Life substantially in the form attached hereto as Schedule 4.2(h) granting unconditional discharge to all former members of the board of directors of the Company, Winterthur Life Parent contained herein are true and the Current Winterthur Group Executive Board in connection with their acts or omissions as directors and executive officers of the Company and of Winterthur Life during the period ending with correct at the Closing Date;
(i) the Purchaser shall procure the full repayment on behalf of Finso, or cause Finso to fully repay, the Finso Loan to the Seller's Guernsey Branch by way of payment of (aa) the Principal Finso Loan Amount Escrow Agreement; and the (bb) Accrued Finso Interest, in each case in GBP by wire transfer, with value as of the Closing Date and for same day receipt, in immediately available funds to a bank account designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date; and
(j) any and all other documents and instruments reasonably required to satisfy the Seller shall deliver to the Purchaser a confirmation from the Seller's Guernsey Branch substantially in the form attached hereto as Schedule 4.2(j) confirming to the Company and Finso that all amounts owed obligations under the Finso Loan and the Finso Guarantee, including the Principal Finso Loan Amount, the Accrued Finso Interest and all interest, break cost, fees, commission and any other amounts owed under the Finso Loan and the Finso Guarantee have been discharged in full and that the Company and Finso are fully and finally released from all obligations thereunder, respectivelytransactions contemplated herein.
Appears in 1 contract
Closing Actions. Concurrently with and in exchange for 6.1 On the closing actions Scheduled Closing Date at 10 am (CET) at the business premises of Noerr LLP at ▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, unless the other PartyParties have agreed on another time and/or location, the Parties shall take the following closing actions shall occur (the “Closing Actions”) in the sequence of the alphabetic order of paragraphs (a) to (j) belowfollowing order:
(ai) the Purchaser The Sellers shall deliver evidence reasonably satisfactory to the Seller that, subject to Section 3.2, all Material Merger Control Clearances have been obtained or the respective waiting periods have expired without a reaction from the relevant competition authority in accordance with Section 3.1(a);
(b) the Purchaser shall deliver evidence reasonably satisfactory to the Seller that, subject to Section 3.2, all Regulatory Filings and Approvals have been obtained, respectively made, in accordance with Section 3.1(b) (including the pre-approval from FOPI of the purchase of the Shares by the Purchaser);
(c) the Purchaser shall pay to the Seller the Purchase Price in CHF by wire transfer, with value as of confirm that the Closing Date and for same day receipt, in immediately available funds to one or more bank accounts designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date;
(d) the Seller shall deliver to the Purchaser the share certificates representing the Shares, duly endorsed in blank;
(e) the Seller shall deliver to the Purchaser an extract of the minutes of a resolution of the board of directors of the Company approving the transfer of the Shares to the Purchaser and the entry of the Purchaser in the share register of the Company Conditions set forth under Sections through 5.1.4 are fulfilled as of the Closing Date;
(fii) the Seller Sellers shall deliver to the Purchaser the share register an executed original of the Company in which Partnership Agreement (including all of its Annexes) between the Purchaser is registered as Sellers, the sole shareholder of Founder OHG and the Company as negotiated pursuant to Section 16.1 and effective as of the Closing Date;
(giii) the Seller Sellers shall deliver to the Purchaser resignation letters an executed original of the members fully restated managing director service agreement between JL and the Company as negotiated pursuant to Section 16.3;
(iv) Each of DF and RB shall deliver to the board Purchaser (i) an executed original of a resignation declaration by which they duly resign from their office as managing directors of the Company and of Winterthur Life as specified in Schedule 4.2(g), by which such persons (i) resign from such boards of directors (or other governing bodies, as applicable) and (ii) waive any rights and declare to have no claims towards any Business Entity of the Winterthur Group in connection Subsidiary with their membership in the respective boards of directors (or other governing bodies, as applicable);
(h) the Purchaser shall deliver to the Seller a certified extract from the resolutions of the shareholders' meeting of the Company and of Winterthur Life substantially in the form attached hereto as Schedule 4.2(h) granting unconditional discharge to all former members of the board of directors of the Company, Winterthur Life and the Current Winterthur Group Executive Board in connection with their acts or omissions as directors and executive officers of the Company and of Winterthur Life during the period ending with the Closing Date;
(i) the Purchaser shall procure the full repayment on behalf of Finso, or cause Finso to fully repay, the Finso Loan to the Seller's Guernsey Branch by way of payment of (aa) the Principal Finso Loan Amount and the (bb) Accrued Finso Interest, in each case in GBP by wire transfer, with value effect as of the Closing Date and for same day receipt, in immediately available funds confirm that they have no outstanding claims against the Company and the Subsidiary which relate to a bank account designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day period prior to the Closing Date; andDate and (ii) executed originals of the duly executed employment agreements between the Company and DF and the Company or the Subsidiary and RB pursuant to Section 16.2;
(jv) the Seller Purchaser shall deliver transfer the Closing Payment to the Sellers’ Accounts pursuant to Section 3.3;
(vi) the Sellers shall sign the Confirmation of Receipt and hand it over to the Purchaser;
(vii) the Sellers shall grant a power of attorney to the Purchaser a confirmation from the Seller's Guernsey Branch – substantially in the form attached hereto as Schedule 4.2(j) confirming to the Company and Finso that all amounts owed under the Finso Loan and the Finso Guarantee, including the Principal Finso Loan Amount, the Accrued Finso Interest and all interest, break cost, fees, commission and any other amounts owed under the Finso Loan and the Finso Guarantee have been discharged in full and that the Company and Finso are fully and finally released from all obligations thereunder, respectively.of Exhibit 6.1
Appears in 1 contract
Sources: Share Purchase Agreement (AVX Corp)
Closing Actions. Concurrently with and in exchange for 5.2.1. At the closing actions of the other Party, Closing the following closing actions Closing Actions shall occur be completed in the sequence of the alphabetic order of paragraphs (a) to (j) specified below:
(a) the Purchaser Parties shall deliver submit to each other the relevant evidence reasonably satisfactory of authority of each person that is to the Seller that, subject to Section 3.2, all Material Merger Control Clearances have been obtained or take acts in law at Closing on behalf of the respective waiting periods have expired without a reaction from Party in order to confirm that the relevant competition authority Parties are represented at Closing in accordance with Section 3.1(a)person or by duly authorised representatives;
(b) by signing the Purchaser shall deliver evidence reasonably satisfactory Closing Certificate specified in Section 5.2.1(r), the Parties confirm to the Seller that, subject to Section 3.2, each other that all Regulatory Filings Conditions Precedent set out in Sections 3.1 and Approvals 3.2 have been obtained, respectively made, in accordance with Section 3.1(b) (including the pre-approval from FOPI of the purchase of the Shares fulfilled or have been waived by the Purchaser)respective Party;
(c) the Purchaser Sellers shall pay deliver to the Seller Buyer the Purchase Price in CHF by wire transfer, with value as properly produced extracts from the Sellers’ personal securities accounts issued on the beginning of the Closing Date and for same day receipt, in immediately available funds to one or more bank accounts designated by the Seller in writing no later than by close securities account manager (administrator of business (Zurich) on the 3rd (third) Business Day prior to securities account which is a licenced financial institution), evidencing that the Closing DateSellers own all the Sale Shares and showing absence of any Encumbrances over the Sale Shares;
(d) the Seller Buyer shall deliver pay to the Purchaser Company the New Equity Shares issue amount, a part of which equal to the sum of the Shareholder’s Loan and the External Financial Facilities shall be used for repaying the Shareholder’s Loan and the External Financial Facilities on behalf of the Company directly to the Seller 3 and the respective creditors; and the Buyer, the Seller 1 and the Seller 2 shall sign a commitment letter confirming that: (i) as soon as the Buyer is registered as a shareholder of the Company in the Register of Legal Entities and the Information System of Participants of Legal Entities (JADIS), the Buyer shall together with the Seller 1 and the Seller 2 adopt a decision of the Company’s shareholders meeting regarding the increase of the Company’s share certificates representing capital by issuing the New Equity Shares, duly endorsed in blankand (ii) the Buyer and the Company shall enter into a share subscription agreement with respect to the New Equity Shares;
(e) the Seller Buyer and the Company shall deliver to the Purchaser an extract Seller 3 a copy of the minutes payment order evidencing that the Shareholder’s Loan has been paid;
(f) the Sellers shall terminate the Former Shareholder’s Agreement and provide termination document of the Former Shareholders’ Agreement in a resolution form of Annex 10 concluded between the Sellers the Company and other parties to the Former Shareholders’ Agreement (if any), which includes confirmation that neither party under the said agreements has claims towards each other regarding improper performance of undertakings. For the avoidance of doubt, the Seller 3 shall confirm that it has unconditionally and irrevocably waived its right to the liquidation preference amount under the terms and conditions provided in the Former Shareholders’ Agreement;
(g) the Seller 1 and the Seller 2, the Buyer and the Company will sign the New Shareholders Agreement;
(h) the Seller 4 and the Company will sign the termination agreement regarding termination of the Management Services Agreement in a form of Annex 11 under which the Seller 4 and the Company shall confirm that all the obligations under the Management Services Agreement of the parties are fully performed or waived and each party does not have any claims against each other arising from the Management Services Agreement;
(i) the Buyer, the Company and Group Companies shall provide release letter(s) in a form of Annex 12 issued to the benefit of the CEO and all members of the management board of the Group Companies, particularly stating that the Buyer, the Group Company and Group Companies do not have any claims against them and should any claims occur the CEO and the members of the management board of the Group Company are released from any liability in their capacity as CEO and members of the board of directors the Group Company for the actions taken by them before the Closing. For the avoidance of any doubt, the Parties hereby also acknowledge and confirm that such release letters issued to the benefit of the Seller 1 and the Seller 2 are purely related to: i) obligations of the Seller 1 acting as the CEO and member of the management board of the Company approving the transfer before Closing Date; ii) obligations of the Shares to Seller 2 acting as the Purchaser and the entry member of the Purchaser in the share register management board of the Company before Closing Date, and under no circumstances can be invoked by the Seller 1 or the Seller 2 to limit or waive Seller’s 1 or Seller’s 2 own liability under this Agreement;
(j) the Sellers shall provide resignation letters in a form of Annex 13 as of the Closing Date of the following members of the management board of the Company stating that such members do not have any financial or other claims against the Company or Group Companies: (i) A▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, (ii) B▇▇▇▇ ▇▇▇▇▇ H▇▇▇▇▇, and (iii) S▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇;
(k) the Sellers shall provide confirmations in a form of Annex 4 of (i) V▇▇▇▇▇▇ ▇▇▇▇▇, as the CEO and member of the management board of the Company, and (ii) L▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as the member of the management board of the Company, stating that such members do not have any financial or other claims against the Company or Group Companies as of the Closing Date;
(fl) the Seller Buyer shall pay 75% of the total Management Option Shares issue price for the Management Option holders (to the extent the Company’s Management have exercised its Management Options) directly to the Company and shall deliver to the Purchaser Sellers the share register copy of payment order, confirming that the respective amount is credited in the bank account of the Company in which the Purchaser is registered as the sole shareholder of the Company as of the Closing DateCompany;
(gm) the Seller Buyer and the Management Option holders shall deliver sign share purchase agreements in a form of Annex 17 with respect to sale and purchase of 50% of the Management Option Shares (to the Purchaser resignation letters of extent the members of the board of directors of the Company and of Winterthur Life as specified in Schedule 4.2(g), by which such persons (i) resign from such boards of directors (or other governing bodies, as applicable) and (ii) waive any rights and declare to Company’s Management have no claims towards any Business Entity of the Winterthur Group in connection with their membership in the respective boards of directors (or other governing bodies, as applicableexercised its Management Options);
(hn) the Purchaser Buyer shall pay 75% of the total InMotion Option Shares issue price for the Seller 4 directly to the Company and shall deliver to the Seller a certified extract from 4 the resolutions copy of payment order, confirming that the respective amount is credited in the bank account of the shareholders' meeting Company. Parties also agree that the part of the Base Purchase Price to be paid by the Buyer to the Seller 4 shall be reduced by the amount paid by the Buyer directly to the Company under this Section;
(o) the Buyer shall, on behalf of the Sellers, pay the sum of the TGS Payments and the Quilty Analytics Payments Sellers directly to the Company and shall deliver to the Sellers the copy of Winterthur Life substantially payment order(s), confirming that the respective amount is credited in the form attached hereto as Schedule 4.2(h) granting unconditional discharge to all former members of the board of directors bank account of the Company, Winterthur Life ; and the Current Winterthur Group Executive Board in connection with their acts or omissions as directors and executive officers such payment shall be deemed to be a partial payment of the Company and of Winterthur Life during Base Purchase Price/the period ending with Purchase Price where the Closing Date;total amount is allocated as follows:
(i) from the Purchaser part of the Base Purchase Price to be paid by the Buyer to the Seller 1 shall procure be deducted: (i) 50% of the full repayment on behalf amount of Finso, or cause Finso to fully repay, the Finso Loan TGS Payments; and (ii) the amount of the Quilty Analytics Payments in proportion to the Seller's Guernsey Branch ’s 1 pro rata portion of the received Purchase Price;
(ii) from the part of the Base Purchase Price to be paid by way the Buyer to the Seller 2 shall be deducted : (i) 50% of the amount of the TGS Payments; and (ii) the amount of the Quilty Analytics Payments in proportion to the Seller’s 2 pro rata portion of the received Purchase Price;
(iii) from the part of the Base Purchase Price to be paid by the Buyer to the Seller 3 shall be deducted : the amount of the Quilty Analytics Payments in proportion to the Seller’s 3 pro rata portion of the received Purchase Price;
(iv) from the part of the Base Purchase Price to be paid by the Buyer to the Seller 4 shall be deducted : the amount of the Quilty Analytics Payments in proportion to the Seller’s 4 pro rata portion of the received Purchase Price;
(p) the Buyer shall pay the Base Purchase Price less the sum of the amounts of the Quilty Analytics Payments and the TGS Payments and 75% of the total InMotion Option Shares issue price to the Sellers and shall deliver to the Sellers the copy of payment of order, confirming that the amount equal to the Base Purchase Price is credited in the bank accounts following instructions specified in Section 2.3.4;
(aaq) the Principal Finso Loan Amount Sellers and the Buyer shall deliver written instructions in a form of Annex 14, which may be amended if the manager of securities account of shareholders of the Company deems it necessary, signed by the Sellers and the Buyer to the manager of securities account of shareholders of the Company together with one copy of this Agreement and shall deliver or sign in wet ink (bbif needed) Accrued Finso Interest, or in each case any other form any other document requested by the manager of the securities accounts and shall cause the manager of securities account of shareholders of the Company to:
(i) make entries in GBP by wire transfer, with value as the securities accounts of the Sellers evidencing that the Sale Shares are transferred to the Buyer;
(ii) open the securities accounts of the Buyer;
(iii) make the entries in the securities account of the Buyer evidencing that the Buyer has acquired the Sale Shares on the Closing Date and for same day receipt, free of any Encumbrances;
(iv) properly produce an extract from the Sellers’ securities account in immediately available funds the agreed form evidencing transfer of ownership right of the Sellers to a bank account designated by the Seller in writing no later than by close of business (Zurich) Sale Shares on the 3rd (third) Business Day prior to the Closing Date; and
(jv) properly produce an extract from the Buyer’s securities account in the agreed form evidencing the Buyer’s ownership right to the Sale Shares on the Closing Date and absence of any Encumbrance over the Sale Shares.
(r) the Seller Sellers and the Buyer shall deliver sign a Closing Certificate in a form of Annex 15 confirming that the Closing has occurred.
5.2.2. The title to the Purchaser a confirmation Sale Shares shall be deemed irrevocably passed from the Seller's Guernsey Branch substantially in the form attached hereto as Schedule 4.2(j) confirming Sellers to the Company and Finso Buyer if all Closing Actions are completed.
5.2.3. It is being understood that all amounts owed Closing Actions will be deemed to have been completed at the same time; but no Closing Action to be taken at the Closing and no document to be executed or delivered at the Closing shall be deemed taken, executed or delivered until all Closing Actions have been taken, executed and delivered.
5.2.4. The Closing shall not be deemed to have occurred until all Closing Actions have been completed or waived by the respective Party.
5.2.5. In the event the Closing has not occurred in accordance with the terms of the Agreement due to any reason without the fault of either Party by the Long Stop Date (e.g., CFIUS’s refusal to issue the approval provided that the Sellers and the Buyer (if the information about the Buyer is required) provided all the necessary documentation to CFIUS), then this Agreement may be terminated unilaterally by any Party with immediate effect on delivery of the written termination notice under the Finso Loan terms and the Finso Guarantee, including the Principal Finso Loan Amount, the Accrued Finso Interest conditions of Sections 10.2.1 and all interest, break cost, fees, commission and any other amounts owed under the Finso Loan and the Finso Guarantee have been discharged in full and that the Company and Finso are fully and finally released from all obligations thereunder, respectively10.2.
Appears in 1 contract
Sources: Share Sale and Purchase Agreement (AST SpaceMobile, Inc.)
Closing Actions. Concurrently with and in exchange for 6.2.1 The following actions shall take place at the closing actions registered office of the other Party, Company on the Closing Date in the following closing actions shall occur in the sequence of the alphabetic order of paragraphs (a) to (j) beloworder:
(a) The Seller shall have delivered the Purchaser shall deliver evidence reasonably satisfactory Final Tax Certificate to the Purchasers with respect to the sale of the Sale Shares held by the Seller that, subject to Section 3.2, all Material Merger Control Clearances have been obtained or the respective waiting periods have expired without a reaction from the relevant competition authority in accordance with Section 3.1(a);Purchasers.
(b) the Purchaser shall deliver evidence reasonably satisfactory Subject to the escrow arrangement in Schedule 7, the Seller thatshall (i) deliver to its depository participant, subject the delivery instructions duly signed by it authorizing the depository participant to Section 3.2give credit of the Sale Shares to the dematerialized account of the respective Purchaser, all Regulatory Filings details of which shall be provided by each Purchaser to the Seller; and Approvals (ii) deliver a copy of the aforesaid irrevocable delivery instruction slip along with a confirmation from the respective Seller’s depository participant that the Sale Shares have been obtained, respectively made, in accordance with Section 3.1(b) (including credited to the pre-approval from FOPI dematerialized account of the purchase of the Shares by the respective Purchaser);
(c) Subject to the escrow arrangement in Schedule 7, each Purchaser shall pay to the Seller the remit their respective Net Purchase Price in CHF Amount by wire transfer, with value as of the Closing Date and for same day receipt, in immediately available funds to one transfer or more bank accounts electronic fund transfer into an account designated by the Seller (the Seller Designated Account), in writing no later than by close accordance with the terms of business (Zurich) on the 3rd (third) Business Day prior to the Closing Datethis Agreement;
(d) the Seller The Company shall deliver its Supporting Documents to the Purchaser Purchasers.
6.2.2 The Company shall convene and hold a meeting of its Board, at which meeting the share certificates representing the Sharesdirectors shall pass resolutions, duly endorsed in blank;
(e) the Seller shall deliver inter alia, to the Purchaser an extract of the minutes of a resolution of the board of directors of the Company approving record the transfer of the Sale Shares in the name of each of the Purchasers and in the proportions as set out in Schedule 8 and deliver certified copies of such resolutions to the Purchasers upon receipt of the duly executed receipt from the depository of the Purchasers acknowledging the transfer of the Sale Shares to each of the Purchaser Purchasers and the entry Company shall take such other actions as may be required under its Charter Documents or by Applicable Law, in respect of the Purchaser in the share register performance of the Company various obligations under this Agreement.
6.2.3 The Parties agree that each of the actions provided for in Clause 6.2 (Closing Actions) above shall take place on the Closing Date simultaneously with each of the transactions set out in clause 6.2.1 on the First Closing Date under the Restated Long Form SPA, and none of the above mentioned transactions shall be consummated unless all such transactions have been completed or complied with. The Parties shall take all measures and do all acts, deeds, matters and things as of may be required to ensure that all the events contemplated under Clause 6.2.1 (Closing Actions) are initiated and completed on the Closing Date;
(f) the Seller shall deliver to the Purchaser the share register of the Company in which the Purchaser is registered as the sole shareholder of the Company as of the Closing Date;
(g) the Seller shall deliver to the Purchaser resignation letters of the members of the board of directors of the Company and of Winterthur Life as specified in Schedule 4.2(g), by which such persons (i) resign from such boards of directors (or other governing bodies, as applicable) and (ii) waive any rights and declare to have no claims towards any Business Entity of the Winterthur Group in connection with their membership in the respective boards of directors (or other governing bodies, as applicable);
(h) the Purchaser shall deliver to the Seller a certified extract from the resolutions of the shareholders' meeting of the Company and of Winterthur Life substantially in the form attached hereto as Schedule 4.2(h) granting unconditional discharge to all former members of the board of directors of the Company, Winterthur Life and the Current Winterthur Group Executive Board in connection with their acts or omissions as directors and executive officers of the Company and of Winterthur Life during the period ending with the Closing Date;
(i) the Purchaser shall procure the full repayment on behalf of Finso, or cause Finso to fully repay, the Finso Loan to the Seller's Guernsey Branch by way of payment of (aa) the Principal Finso Loan Amount and the (bb) Accrued Finso Interest, in each case in GBP by wire transfer, with value as of the Closing Date and for same day receipt, in immediately available funds to a bank account designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date; and
(j) the Seller shall deliver to the Purchaser a confirmation from the Seller's Guernsey Branch substantially in the form attached hereto as Schedule 4.2(j) confirming to the Company and Finso that all amounts owed under the Finso Loan and the Finso Guarantee, including the Principal Finso Loan Amount, the Accrued Finso Interest and all interest, break cost, fees, commission and any other amounts owed under the Finso Loan and the Finso Guarantee have been discharged in full and that the Company and Finso are fully and finally released from all obligations thereunder, respectively.
Appears in 1 contract
Sources: Share Sale and Purchase Agreement
Closing Actions. Concurrently with and in exchange for the closing actions The consummation of the other PartyTransaction ("CLOSING") shall take place six (6) Business Days after the Closing Condition has been fulfilled at the offices of Freshfields Bruckhaus ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, starting at 9.00 a.m., or at such place, day and time as agreed between the Parties ("CLOSING DATE"). On the Closing Date and subject to Sections 2.4 and 5.9, the Parties shall take, or cause to be taken, the following closing actions ("CLOSING ACTIONS") which shall occur be taken in the sequence of the alphabetic order of paragraphs (a) set forth below and which shall be deemed to (j) below:
(a) the Purchaser shall deliver evidence reasonably satisfactory to the Seller that, subject to Section 3.2, all Material Merger Control Clearances have been obtained or taken simultaneously (Zug um Zug):
5.4.1 Purchasers shall pay the respective waiting periods have expired without a reaction from Payment Amount and the relevant competition authority Purchase Price Interest (minus the Down Payment, if already paid in accordance with Section 3.1(a);
(b) 4.3a, and minus the Purchaser shall deliver evidence reasonably satisfactory portion of the Purchase Price attributed to the Krugg Seller that, subject to Section 3.2, all Regulatory Filings and Approvals have been obtained, respectively made, Shares in accordance with Exhibit 4.4 ("RETAINED KRUGG PURCHASE PRICE") if the provisions of Section 3.1(b) (including the pre-approval from FOPI 5.9 apply in respect of the purchase of the Shares by the Purchaser);
(cKrugg Seller Shares) the Purchaser shall pay to the Seller the Purchase Price in CHF by wire transfer, with value as of the Closing Date and for same day receipt, in immediately available funds free of any charges, taxes or other deductions by wire transfer to one or more bank accounts designated by Sellers' Account;
5.4.2 Purchasers shall pay the Seller in writing no later than by close of business Holdback Escrow Amount (Zurich) on minus the 3rd (third) Business Day prior amount allocated to the Closing Date;
Krugg Seller liability set forth in Exhibit 8.5 (d"RETAINED KRUGG ESCROW AMOUNT") if the Seller shall deliver to the Purchaser the share certificates representing the Shares, duly endorsed provisions of Section 5.9 apply in blank;
(e) the Seller shall deliver to the Purchaser an extract respect of the minutes of a resolution of the board of directors of the Company approving the transfer of the Shares to the Purchaser and the entry of the Purchaser in the share register of the Company as of the Closing Date;
(fKrugg Seller Shares) the Seller shall deliver to the Purchaser the share register of the Company in which the Purchaser is registered as the sole shareholder of the Company as of the Closing Date;
(g) the Seller shall deliver to the Purchaser resignation letters of the members of the board of directors of the Company and of Winterthur Life as specified in Schedule 4.2(g), by which such persons (i) resign from such boards of directors (or other governing bodies, as applicable) and (ii) waive any rights and declare to have no claims towards any Business Entity of the Winterthur Group in connection with their membership in the respective boards of directors (or other governing bodies, as applicable);
(h) the Purchaser shall deliver to the Seller a certified extract from the resolutions of the shareholders' meeting of the Company and of Winterthur Life substantially in the form attached hereto as Schedule 4.2(h) granting unconditional discharge to all former members of the board of directors of the Company, Winterthur Life and the Current Winterthur Group Executive Board in connection with their acts or omissions as directors and executive officers of the Company and of Winterthur Life during the period ending with the Closing Date;
(i) the Purchaser shall procure the full repayment on behalf of Finso, or cause Finso to fully repay, the Finso Loan to the Seller's Guernsey Branch by way of payment of (aa) the Principal Finso Loan Amount and the (bb) Accrued Finso Interest, in each case in GBP by wire transfer, with value as of the Closing Date and for same day receipt, in immediately available funds to a bank account designated free of any charges, taxes or other deductions by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior wire transfer to the Closing Date; and
(j) the Seller shall deliver to the Purchaser a confirmation from the SellerEscrow Agent's Guernsey Branch substantially account as set forth in the form attached hereto as Schedule 4.2(j) confirming to the Company and Finso that all amounts owed under the Finso Loan and the Finso Guarantee, including the Principal Finso Loan Amount, the Accrued Finso Interest and all interest, break cost, fees, commission and any other amounts owed under the Finso Loan and the Finso Guarantee have been discharged in full and that the Company and Finso are fully and finally released from all obligations thereunder, respectively.Escrow Agreement ("ESCROW ACCOUNT");
Appears in 1 contract
Closing Actions. Concurrently with and in exchange for the closing actions of the other Party, the following closing actions shall occur in the sequence of the alphabetic order of paragraphs (a) to At the Share Exchange Closing, the matters set out in Clause 1 and Clause 2 will take place (j) below:
(a) the Purchaser shall deliver evidence reasonably satisfactory to the Seller that, subject to Section 3.2, all Material Merger Control Clearances have been obtained or the respective waiting periods have expired without a reaction from the relevant competition authority in accordance with Section 3.1(asave as otherwise set out therein);.
(b) Notwithstanding any other provision of this Agreement, without prejudice to any other rights and remedies the Purchaser, the Company or a Company Shareholder may have, if any provision of Clause 1.3(a) or Clause 2.6 is not complied with in all material respects by the Purchaser, or if any provision of Clause 1.3(b) or Clause 1.3(d) is not complied with in all material respects by the Company, or if any provision of Clause 1.3(c) is not complied with in all material respects by a Company Shareholder, the Purchaser, in the case of any such non-compliance by the Company or any Company Shareholder, or the Company, in the case of any such non-compliance by the Purchaser, shall be entitled, by written notice to the relevant other Party to (i) effect the Share Exchange Closing so far as practicable having regard to the defaults which have occurred (which may include, in the case of a Company Shareholder which has delivered its STF(s) but has otherwise failed to comply fully with Clause 1.3(c)), the Purchaser shall deliver evidence reasonably satisfactory delivering the portion of the Exchange Shares due to such Company Shareholder to the Seller that, subject Transfer and Centralising Agent to Section 3.2, be delivered to such Company Shareholder promptly after such Company Shareholder has fulfilled all Regulatory Filings and Approvals have been obtained, respectively made, of its remaining obligations under Clause 1.3(c) or (ii) if such notice is not delivered in accordance with Section 3.1(bClause 3.2(b)(i), a new date for the Share Exchange Closing shall be automatically fixed for ten (10) (including Business Days after the pre-approval from FOPI of originally scheduled Share Exchange Closing Date, in which case this Clause 3.2(b) shall apply to the purchase of Share Exchange Closing as deferred. If the Shares Party which has not complied in all material respects with its obligations has not done so by the Purchasernew date fixed for the Share Exchange Closing in accordance with Clause 3.2(b)(ii);, the Party in compliance may elect not to proceed with the Transactions and deliver notice to terminate this Agreement fourteen (14) days after the originally scheduled Share Exchange Closing Date, whereupon Clause 11.2 and the second sentence of Clause 11.3 shall apply.
(c) Notwithstanding the foregoing, the Purchaser shall pay not issue any Exchange Shares to the Seller the Purchase Price a Company Shareholder that has not delivered its STFs in CHF by wire transfer, accordance with value as of the Closing Date and for same day receipt, in immediately available funds to one or more bank accounts designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date;Clause 1.3(c)(i).
(d) Notwithstanding any other provision of this Agreement, without prejudice to any other rights and remedies the Seller shall deliver to Company Shareholders or the Purchaser may have, the share certificates representing the Shares, duly endorsed in blank;
(e) the Seller shall deliver to Company Shareholders and the Purchaser an extract shall not be obliged to complete the sale and purchase of the minutes of a resolution of the board of directors any of the Company approving Shares unless the transfer sale and purchase of the Shares to the Purchaser and the entry of the Purchaser in the share register all of the Company as Shares and the issuance of all of the Closing Date;
(f) the Seller shall deliver to the Purchaser the share register of the Company in which the Purchaser is registered as the sole shareholder of the Company as of the Closing Date;
(g) the Seller shall deliver to the Purchaser resignation letters of the members of the board of directors of the Company and of Winterthur Life as specified in Schedule 4.2(g), by which such persons (i) resign from such boards of directors (or other governing bodies, as applicable) and (ii) waive any rights and declare to have no claims towards any Business Entity of the Winterthur Group in connection with their membership in the respective boards of directors (or other governing bodies, as applicable);
(h) the Purchaser shall deliver to the Seller a certified extract from the resolutions of the shareholders' meeting of the Company and of Winterthur Life substantially in the form attached hereto as Schedule 4.2(h) granting unconditional discharge to all former members of the board of directors of the Company, Winterthur Life and the Current Winterthur Group Executive Board in connection with their acts or omissions as directors and executive officers of the Company and of Winterthur Life during the period ending with the Closing Date;
(i) the Purchaser shall procure the full repayment on behalf of Finso, or cause Finso to fully repay, the Finso Loan to the Seller's Guernsey Branch by way of payment of (aa) the Principal Finso Loan Amount and the (bb) Accrued Finso Interest, in each case in GBP by wire transfer, with value as of the Closing Date and for same day receipt, in immediately available funds to a bank account designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date; and
(j) the Seller shall deliver to the Purchaser a confirmation from the Seller's Guernsey Branch substantially in the form attached hereto as Schedule 4.2(j) confirming to the Company and Finso that all amounts owed under the Finso Loan and the Finso Guarantee, including the Principal Finso Loan Amount, the Accrued Finso Interest and all interest, break cost, fees, commission and any other amounts owed under the Finso Loan and the Finso Guarantee have been discharged in full and that the Company and Finso Exchange Shares are fully and finally released from all obligations thereunder, respectivelycompleted simultaneously.
Appears in 1 contract
Sources: Business Combination Agreement
Closing Actions. Concurrently with and in exchange for On the closing actions of Closing Date, the other PartyParties shall take, or if applicable, cause to be taken, the following closing actions shall occur (the “Closing Actions”) in the sequence following order, in each case if not already taken before in accordance with this Agreement:
13.2.1. Buyer shall, or Buyer shall cause a third party on its behalf to, pay the Cash Consideration, including any applicable bank fees or charges of the alphabetic order of paragraphs (a) Buyer or third party paying on Buyer’s behalf, to (j) below:Sellers’ Accounts with discharging effect towards the Sellers;
(a) the Purchaser 13.2.2. Buyer shall deliver evidence reasonably satisfactory to Sellers 1 and 3 a notice setting forth the Seller thatnumber of Consideration Shares to be transferred to Sellers 1 and 3 as part of the Equity Consideration, subject to Section 3.2, all Material Merger Control Clearances have been obtained or the respective waiting periods have expired without a reaction from the relevant competition authority calculated in accordance with Section 3.1(a)6.1.3, and Sellers 1 and 3 shall acknowledge and confirm such number in the form of a notice;
(b) the Purchaser 13.2.3. Sellers shall deliver evidence reasonably satisfactory to the Seller that, subject to Section 3.2, all Regulatory Filings and Approvals have been obtained, respectively made, in accordance with Section 3.1(bBuyer (i) a resignation letter (including the pre-approval from FOPI Amtsniederlegung) of the purchase managing director of C▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, resigning from his position as managing director (Geschäftsführer) of C▇▇▇▇▇▇ with effect as of the Shares by Closing Date, and (ii) copies of documentation evidencing that CUTV GmbH (Seller 2) has validly assumed (Vertragsübernahme) all obligations of C▇▇▇▇▇▇ under the Purchaser);
(c) the Purchaser shall pay to the Seller the Purchase Price in CHF by wire transfer, managing director service agreement between C▇▇▇▇▇▇ and T▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with value effect as of the Closing Date and for same day receipt, that C▇▇▇▇▇▇ has been fully and irrevocably released from any and all obligations arising under or in immediately available funds to one or more bank accounts designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Dateconnection with such service agreement;
(d) the Seller 13.2.4. Sellers shall deliver to the Purchaser the share certificates representing the Shares, duly endorsed in blank;
(e) the Seller shall deliver to the Purchaser an extract Buyer copies of the minutes of a resolution of the board of directors of the Company approving the transfer of the Shares to the Purchaser and the entry of the Purchaser in the share register of the Company as of the Closing Date;
(f) the Seller shall deliver to the Purchaser the share register of the Company in which the Purchaser is registered as the sole shareholder of the Company as of the Closing Date;
(g) the Seller shall deliver to the Purchaser resignation letters of the members of the board of directors of the Company and of Winterthur Life as specified in Schedule 4.2(g), by which such persons documentation evidencing that (i) resign from such boards Sellers have validly assumed (Vertragsübernahme) all rights and obligations of directors (or other governing bodiesC▇▇▇▇▇▇ under the C▇▇▇▇▇▇ VSOP, as applicable) with the written consent of all beneficiaries thereunder, and (ii) waive C▇▇▇▇▇▇ has been fully and irrevocably released from any rights and declare to have no claims towards all obligations (including, without limitation, any Business Entity of the Winterthur Group payment obligations) arising under or in connection with their membership in the respective boards of directors (or other governing bodies, as applicable)C▇▇▇▇▇▇ VSOP vis-à-vis the beneficiaries thereunder;
(h) 13.2.5. Buyer shall initiate the Purchaser shall deliver to the Seller a certified extract from the resolutions assignment of the shareholders' meeting Closing Shares to Sellers 1 and 3 and the assignment of the Company Severance Shares to Seller 2 and Sellers 1 and 3 shall acquire the Closing Shares and Seller 2 shall acquire the Severance Shares, each free of Winterthur Life substantially Encumbrances but subject to any restrictions under the applicable Laws (including stock exchange rules) and any restrictions expressly agreed upon by the Parties hereunder. To initiate the share transfer of Closing Shares, B▇▇▇▇ instructs the Transfer Agent, by means of an irrevocable letter of instruction (the “Transfer Agent Instruction Letter”), to effect the book-entry issuance of the Closing Shares as restricted securities subject to a restrictive legend in the form attached hereto set forth in Section 14.22.5 (or such substantially equivalent notation as Schedule 4.2(h) granting unconditional discharge customarily applied by the Transfer Agent for book-entry positions), and to all former members register such Closing Shares in the stock ledger of BEN in the name of Seller 1 and Seller 3 respectively. Buyer shall provide Sellers with a copy of the board of directors of the Company, Winterthur Life and the Current Winterthur Group Executive Board in connection with their acts or omissions as directors and executive officers of the Company and of Winterthur Life during the period ending with the Closing Date;
(i) the Purchaser shall procure the full repayment on behalf of Finso, or cause Finso to fully repay, the Finso Loan to the Seller's Guernsey Branch by way of payment of (aa) the Principal Finso Loan Amount and the (bb) Accrued Finso Interest, in each case in GBP by wire transfer, with value as of the Closing Date and for same day receipt, in immediately available funds to a bank account designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date; and
(j) the Seller shall deliver to the Purchaser a confirmation from the Seller's Guernsey Branch substantially in the form attached hereto as Schedule 4.2(j) confirming to the Company and Finso that all amounts owed under the Finso Loan and the Finso Guarantee, including the Principal Finso Loan Amount, the Accrued Finso Interest and all interest, break cost, fees, commission and any other amounts owed under the Finso Loan and the Finso Guarantee have been discharged in full and that the Company and Finso are fully and finally released from all obligations thereunder, respectivelyexecuted Transfer Agent Instruction Letter.
Appears in 1 contract
Sources: Share Purchase and Transfer Agreement (Brand Engagement Network Inc.)
Closing Actions. Concurrently with On the Targeted Closing Date, the Sellers and in exchange for the closing actions of Purchaser (as the other Partycase may be) shall take, or cause to be taken, the following closing actions shall occur and in the sequence of following order (collectively the alphabetic order of paragraphs (a) to (j) below:“Closing Actions” and each a “Closing Action”):
(a) The Sellers shall deliver to the Purchaser originals of the executed new employment agreements between the Company and the employees of the Company identified on Exhibit 6.2.1
(a) 1 (the “Key Employees”) in the form of the final drafts attached hereto as Exhibit 6.2.1(a)-2 (the “Key Employee Agreements”). For the avoidance of doubt, the new managing director’s service agreement with Seller 2 shall deliver evidence reasonably satisfactory only be executed and delivered to the Seller that, subject to Purchaser following the execution of the shareholders’ resolution mentioned in Section 3.2, all Material Merger Control Clearances have been obtained or the respective waiting periods have expired without a reaction from the relevant competition authority in accordance with Section 3.1(a6.2.1(n);.
(b) The Sellers shall deliver to the Purchaser shall deliver evidence reasonably satisfactory to executed original versions of confirmations of each Seller, stating that (i) any and all receivables and claims of any Seller against the Seller thatCompany, subject to Section 3.2regardless of the legal cause, all Regulatory Filings (such receivables and Approvals claims together the “Shareholder Receivables”) have been obtained, respectively made, in accordance with Section 3.1(b) (including the pre-approval from FOPI of the purchase of the Shares satisfied by the PurchaserCompany in full and that (ii) they waive any further claims they may have against the Company whatsoever, except for potential claims incurred post-Closing under the Related Party Agreements to which they are a party; each as set forth on Exhibit 6.2.1(b);.
(c) the Purchaser shall pay to the Seller the Purchase Price in CHF by wire transfer, with value as of the Closing Date and for same day receipt, in immediately available funds to one or more bank accounts designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date;
(d) the Seller The Sellers shall deliver to the Purchaser the share certificates representing executed original of the Sharesconfirmation by IBA GmbH (“IBA”) a final draft of which is attached hereto as Exhibit 6.2.1(c), duly endorsed in blank;stating that (i) IBA has received all outstanding amounts under the loan granted to the Company under the loan agreement dated 1 January 2011 (the “IBA Loan”), (ii) any collateral securing the IBA Loan (if any) has been released and that (iii) IBA does not hold any further claims against the Company whatsoever, except for claims resulting from the Related Party Agreements to which IBA is a party.
(ed) the Seller The Sellers shall deliver to the Purchaser an extract executed original versions of the minutes of a resolution of the board of directors of the Company approving the transfer of the Shares to the Purchaser Amendment, Assumption and the entry of the Purchaser in the share register of the Company as of the Closing Date;Release Agreements.
(fe) the Seller The Sellers shall deliver to the Purchaser the share register complete and executed original versions of (i) an accredited investor questionnaire and (ii) an underwriter lockup agreement, (i) and (ii) each in the form of the Company final drafts attached hereto as Exhibit 6.2.1(e) ((i) and (ii) together the “Investor Documentation”).
(f) The Sellers shall deliver to the Purchaser, for each Phantom Stockholder, the complete and executed original versions of (i) an investment representation agreement and (ii) an underwriter lockup agreement, (i) and (ii) each in which the Purchaser is registered as the sole shareholder form of the Company respective final draft attached hereto as of Exhibit 6.2.1(f) ((i) and (ii) together the Closing Date;“Phantom Stockholder Documentation”).
(g) the Seller The Sellers shall deliver to the Purchaser resignation letters the executed original of the members confirmation a copy of which is attached hereto as Exhibit 6.2.1(g), stating that that the board of directors of loans granted to Epomedics GmbH under loan agreements dated 10 March 2014 and 1 July 2014 have been repaid to the Company and of Winterthur Life as specified in Schedule 4.2(gfull (including any interest accrued thereon), by which such persons (i) resign from such boards of directors (or other governing bodies, as applicable) and (ii) waive any rights and declare to have no claims towards any Business Entity of the Winterthur Group in connection with their membership in the respective boards of directors (or other governing bodies, as applicable);.
(h) the Purchaser shall deliver to the Seller a certified extract from the resolutions of the shareholders' meeting of the Company and of Winterthur Life substantially in the form attached hereto as Schedule 4.2(h) granting unconditional discharge to all former members of the board of directors of the Company, Winterthur Life and the Current Winterthur Group Executive Board in connection with their acts or omissions as directors and executive officers of the Company and of Winterthur Life during the period ending with the Closing Date;
(i) the Purchaser shall procure the full repayment on behalf of Finso, or cause Finso to fully repay, the Finso Loan to the Seller's Guernsey Branch by way of payment of (aa) the Principal Finso Loan Amount and the (bb) Accrued Finso Interest, in each case in GBP by wire transfer, with value as of the Closing Date and for same day receipt, in immediately available funds to a bank account designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date; and
(j) the Seller The Sellers shall deliver to the Purchaser a confirmation from the Seller's Guernsey Branch substantially in complete and executed original versions of the form termination agreements and the termination letter, copies of which are attached hereto as Schedule 4.2(j) confirming to the Company and Finso that all amounts owed under the Finso Loan and the Finso Guarantee, including the Principal Finso Loan Amount, the Accrued Finso Interest and all interest, break cost, fees, commission and any other amounts owed under the Finso Loan and the Finso Guarantee have been discharged in full and that the Company and Finso are fully and finally released from all obligations thereunder, respectively.Exhibit 6.2.1
Appears in 1 contract
Closing Actions. Concurrently with 7.3.1 On the Closing Date, Sellers’ Representative and in exchange for the closing actions of the other Party, Purchaser shall take the following closing actions simultaneously (Zug um Zug) (“Closing Actions”), whereby each Closing Action shall occur only be deemed to have been carried out and become effective between the Parties once all Closing Actions have been carried out or waived (as the case may be):
a) Purchaser shall make the payments and declarations set forth in Section 6.1.1 through 6.1.2;
b) Sellers’ Representative shall provide the Purchaser with a duly passed shareholders’ resolution on the payment of a capital contribution in the sequence amount of EUR 800,000.00 (in words: Euros eight hundred thousand) into the alphabetic order of paragraphs (a) Target’s capital reserves to (j) below:
(a) the Purchaser shall deliver evidence reasonably satisfactory to the Seller that, subject to Section 3.2, all Material Merger Control Clearances have been obtained or the respective waiting periods have expired without a reaction from the relevant competition authority in accordance with Section 3.1(a);
(b) the Purchaser shall deliver evidence reasonably satisfactory to the Seller that, subject to Section 3.2, all Regulatory Filings and Approvals have been obtained, respectively made, in accordance with Section 3.1(b) (including the pre-approval from FOPI of the purchase of the Shares by the Purchaser);
(c) the Purchaser shall pay to the Seller the Purchase Price in CHF by wire transfer, with value as of the Closing Date and for same day receipt, in immediately available funds to one or more bank accounts designated be made by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day 1, Seller 2 and Seller 3 prior to the Closing Date, a draft of which is attached as Annex 7.3.1b) (“Pre-Closing Contribution Payment””):
c) Purchaser shall make the payments and declarations set forth in Section 6.1.3;
(d) the Seller Sellers’ Representative shall deliver to Purchaser settlement agreements to be entered into by the Target and each of the beneficiaries listed in Annex 7.3.1d)-1 (“VESOP-Beneficiaries”, with a full and final release in favour of Target and Purchaser subject to the share certificates representing receipt of the SharesVESOP-Compensation by each VESOP-Beneficiary, duly endorsed in blankform attached as a draft as Annex 7.3.1d)-2 (“VESOP-Settlement Agreement”); Purchaser shall accept, and Sellers’ Representative shall be entitled to deliver, VESOP-Settlement Agreements executed via Docusign and/or otherwise signed electronically, which shall be deemed full performance of this Closing Action;
(e) the Seller Sellers’ Representative shall deliver to the Purchaser an extract agreement entered into among Sellers and the Target regarding the waiver of rights and termination of the minutes of a resolution current shareholders’ agreement dated December 20, 2017 (deed no. S 1491/2017 of the board of directors notary ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, Berlin) as amended by the amendment agreement dated January 15, 2019 (deed no. S 38/2019 of the Company approving the transfer of the Shares to the Purchaser and the entry of the Purchaser in the share register of the Company as of the Closing Date;
(f) the Seller shall deliver to the Purchaser the share register of the Company in which the Purchaser is registered as the sole shareholder of the Company as of the Closing Date;
(g) the Seller shall deliver to the Purchaser resignation letters of the members of the board of directors of the Company and of Winterthur Life as specified in Schedule 4.2(g)notary ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, by which such persons (i) resign from such boards of directors (or other governing bodies, as applicableBerlin) and (ii) waive any rights and declare to have no claims towards any Business Entity all other shareholders’ agreements in respect of the Winterthur Group in connection with their membership in the respective boards of directors (or other governing bodies, as applicable);
(h) the Purchaser shall deliver to the Seller a certified extract from the resolutions of the shareholders' meeting of the Company and of Winterthur Life Target substantially in the form attached hereto as Schedule 4.2(h) granting unconditional discharge to all former members of the board of directors of the Company, Winterthur Life and the Current Winterthur Group Executive Board in connection with their acts or omissions as directors and executive officers of the Company and of Winterthur Life during the period ending with the Closing DateAnnex 7.3.1e);
(if) the Purchaser shall procure the full repayment on behalf of Finso, or cause Finso to fully repay, the Finso Loan to the Seller's Guernsey Branch by way of payment of (aa) the Principal Finso Loan Amount and the (bb) Accrued Finso Interest, in each case in GBP by wire transfer, with value as of the Closing Date and for same day receipt, in immediately available funds to a bank account designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date; and
(j) the Seller Sellers’ Representative shall deliver to the Purchaser a confirmation from the Seller's Guernsey Branch executed powers of attorney of each Seller substantially in the form attached hereto as Schedule 4.2(jAnnex 7.3.1f) confirming (“Sellers' PoA”), such Seller’s PoA to grant to Purchaser the unrestricted and irrevocable power of attorney, with exemption from the restrictions of Section 181 BGB) – to the Company extent legally permitted – and Finso that with the right to grant sub-power of attorney, to exercise all amounts owed under the Finso Loan and the Finso Guarantee, including the Principal Finso Loan Amount, the Accrued Finso Interest and all interest, break cost, fees, commission and any other amounts owed under the Finso Loan and the Finso Guarantee have been discharged shareholder rights in full and without restriction, in particular to adopt shareholder resolutions, including amendments to the articles of association of Target effective as from the Closing Date. It is acknowledged and agreed among the Parties, that Seller 10 is not permitted to grant exemption from the restrictions of Section 181 BGB, and the Closing Action of this Section 7.3.1f) shall be deemed properly fulfilled, if the Sellers’ Representative provides the Sellers’ PoA issued by Seller 10 without such exemption. Each Seller’s PoA shall expire upon the entry of the updated list of shareholders, which shows Purchaser as shareholder of the Sold Shares in the commercial register of Target;
g) Sellers and Purchaser shall execute the Holdback Agreement;
h) Sellers’ Representative shall provide evidence satisfactory to Purchaser that ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ have been provided with all powers of attorney for the Target’s bank accounts that allow the operation of such bank accounts by Purchaser; i) Sellers 1 through, and including, Sellers and all Managers shall deliver to Purchaser the bring down certificate regarding Business Warranties signed by Seller 1 through, and including, Sellers as requested by W&I Insurance (“Bring Down Business”).
7.3.2 Purchaser may in its sole discretion waive the Closing Actions set forth in Section 7.3.1b) through Section 7.3.1j) by written declaration to the Sellers’ Representative. Sellers hereby irrevocably accept such waiver (if any). It is clarified, that the Company Sellers’ Representative shall not be responsible and Finso are fully and finally released from all obligations thereunder, respectivelyliable for any omission or failure of any other Seller or the Target to provide or execute a Closing Action item as required under Section 7.3.1 above.
Appears in 1 contract
Sources: Agreement on the Sale and Transfer of Shares (Appian Corp)
Closing Actions. Concurrently with and in exchange for the closing actions of the other Party, the following closing actions shall occur in the sequence of the alphabetic order of paragraphs (a) to (j) below:
(a) the Purchaser shall deliver evidence reasonably satisfactory to the Seller that, subject to Section 3.2, all Material Merger Control Clearances have been obtained or the respective waiting periods have expired without a reaction from the relevant competition authority in accordance with Section 3.1(a);
(b) the Purchaser shall deliver evidence reasonably satisfactory to the Seller that, subject to Section 3.2, all Regulatory Filings and Approvals have been obtained, respectively made, in accordance with Section 3.1(b) (including the pre-approval from FOPI of the purchase of the Shares by the Purchaser);
(c) the Purchaser shall pay to the Seller the Purchase Price in CHF by wire transfer, with value as of the Closing Date and for same day receipt, in immediately available funds to one or more bank accounts designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to 5.2.1 On the Closing Date;
, the Parties shall perform the following actions (d) the Seller shall deliver to the Purchaser the share certificates representing the Shares, duly endorsed in blank;
(e) the Seller shall deliver to the Purchaser an extract of the minutes of a resolution of the board of directors of the Company approving the transfer of the Shares to the Purchaser and the entry of the Purchaser in the share register of the Company as of the “Closing Date;
(f) the Seller shall deliver to the Purchaser the share register of the Company in which the Purchaser is registered as the sole shareholder of the Company as of the Closing Date;
(g) the Seller shall deliver to the Purchaser resignation letters of the members of the board of directors of the Company and of Winterthur Life as specified in Schedule 4.2(g), by which such persons (i) resign from such boards of directors (or other governing bodies, as applicable) and (ii) waive any rights and declare to have no claims towards any Business Entity of the Winterthur Group in connection with their membership in the respective boards of directors (or other governing bodies, as applicable);
(h) the Purchaser shall deliver to the Seller a certified extract from the resolutions of the shareholders' meeting of the Company and of Winterthur Life substantially in the form attached hereto as Schedule 4.2(h) granting unconditional discharge to all former members of the board of directors of the Company, Winterthur Life and the Current Winterthur Group Executive Board in connection with their acts or omissions as directors and executive officers of the Company and of Winterthur Life during the period ending with the Closing Date;Actions”):
(i) the Purchaser shall procure pay the full repayment on behalf of Finso, or cause Finso to fully repay, the Finso Loan Purchase Price to the Seller's Guernsey Branch Sellers by way of payment of (aa) the Principal Finso Loan Amount and the (bb) Accrued Finso Interest, in transferring each case in GBP by wire transfer, with value as of the Closing Date and for same day receipt, amounts set out in immediately available funds Clause 3.1.2 to the respective Seller by means of a wire transfer to the bank account designated by such Seller and notified by it to the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Purchaser at least three Business Day prior to Days before the Closing Date; and.
(jii) Frontline and Famatown shall deliver the Frontline Shares and the Famatown Shares, respectively, to the Purchaser by transferring such Sale Shares into the securities account(s) of the Purchaser as notified by it to the Sellers at least three Business Days before the Closing Date, in accordance with the provisions of Schedule 5.2.1(ii) to the extent applicable.
(iii) the Seller Sellers shall deliver to the Purchaser a confirmation from written statement confirming receipt of the Seller's Guernsey Branch substantially Purchase Price in a form reasonably acceptable to the Purchaser.
(iv) the Sellers shall deliver to the Purchaser duly executed resignation letters by ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇ in relation to their mandates in the supervisory board of Euronav, in the form attached hereto as Schedule 4.2(j5.2.1(iv).
5.2.2 The effectiveness of each of the Closing Actions is conditional upon the fulfilment of all the other Closing Actions.
5.2.3 The Purchaser may at any time waive any of the Closing Actions required to be done by the Sellers, and the Sellers (acting jointly) confirming may at any time waive any of the Closing Actions required to be done by the Purchaser.
5.2.4 If a Party fails to fulfil any of its Closing Actions, then the Purchaser (if any of the Sellers fail to fulfil any of their Closing Actions) or the Sellers, acting jointly (if the Purchaser fails to fulfil any of its Closing Actions) may:
(i) proceed to Closing to the Company extent reasonably possible and Finso permitted by Law, which shall include for the avoidance of doubt the right to claim specific performance;
(ii) defer Closing, in which event the provisions of this Clause 5 shall apply to Closing so deferred, provided that Closing cannot be deferred past the Long Stop Date; or
(iii) terminate this Agreement in accordance with Clause 10, in which case all amounts owed under the Finso Loan Closing Actions already fulfilled shall be deemed null and the Finso Guarantee, including the Principal Finso Loan Amount, the Accrued Finso Interest and all interest, break cost, fees, commission and void. Such termination right is without prejudice to any other amounts owed rights or remedies which the non-defaulting Party may have under applicable Law against the Finso Loan and the Finso Guarantee have been discharged Party in full and that the Company and Finso are fully and finally released from all obligations thereunder, respectivelybreach of its Closing Actions.
Appears in 1 contract
Sources: Share Purchase Agreement
Closing Actions. Concurrently with and in exchange 4.2.1 At the Closing Date, the Parties shall perform the following actions for the closing actions of the other Party, the following closing actions shall occur in the sequence of the alphabetic order of paragraphs (a) to (j) below:
(a) the Purchaser shall deliver evidence reasonably satisfactory to the Seller that, subject to Section 3.2, all Material Merger Control Clearances have been obtained or the respective waiting periods have expired without a reaction from the relevant competition authority in accordance with Section 3.1(a);
(b) the Purchaser shall deliver evidence reasonably satisfactory to the Seller that, subject to Section 3.2, all Regulatory Filings and Approvals have been obtained, respectively made, in accordance with Section 3.1(b) (including the pre-approval from FOPI of the purchase transfer of the Shares by the Purchaser);
(c) the Purchaser for which they are responsible: each Party shall pay deliver to the Seller the Purchase Price in CHF by wire transfer, with value as of the Closing Date and for same day receipt, in immediately available funds other Parties evidence that it is duly authorised to one or more bank accounts designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date;
(d) sign this Agreement; the Seller shall deliver to the Purchaser the share certificates representing agreed form of the Shares, duly endorsed in blank;
(e) Escrow Agreement executed by the Seller; the Purchaser shall deliver to the Seller the agreed form of the Escrow Agreement executed by the Purchaser; the Seller shall deliver to the Purchaser an extract evidence that it has remedied any failure or omission to comply with Laws regarding the publication of, or the exemption to publish, the annual accounts of any of the minutes of a resolution of the board of directors of the Company approving the transfer of the Shares to the Purchaser Group Companies; MVO B.V. and the entry of the Purchaser in the share register of the Company as of the Closing Date;
(f) the Seller Nooren B.V. shall deliver to the Purchaser the share register agreed form of the relevant Management Services Agreement executed by MVO B.V. and Nooren B.V., respectively; the Seller, MVO B.V. and Nooren B.V., as the case may be, shall give to the Purchaser statements duly signed by the Seller, MVO B.V. and Nooren B.V. or, as the case may be, any other person (not being any Group Company) being a director of any Group Company, in which each of them (i) resigns as director of the Company in which the Purchaser is registered as the sole shareholder and/or any of the Company Subsidiaries, as the case may be, and (ii) waives all rights and claims it may have against the Company (except for certain disclosed running claims from existing management agreements or any of the Closing Date;
(g) Company Subsidiaries), as the Seller shall deliver to case may be, and the Purchaser resignation letters of the members of the board of directors shall give full discharge to each former director of the Company and of Winterthur Life as specified in Schedule 4.2(g), by which such persons (i) resign from such boards of directors (or the Subsidiaries; and each Party shall take all other governing bodies, as applicable) and (ii) waive any rights and declare to have no claims towards any Business Entity action required for the execution of the Winterthur Group notarial deed of transfer referred to in connection with their membership in Clause 4.2.2.
4.2.2 The Seller shall transfer the respective boards of directors (or other governing bodiesShares to the Purchaser, as applicable);
(h) the Purchaser shall deliver to accept the transfer and the Seller a certified extract from the resolutions of the shareholders' meeting of shall procure that the Company shall acknowledge the transfer, the foregoing to be effected by execution by the Seller, the Purchaser and of Winterthur Life substantially in the form attached hereto as Schedule 4.2(h) granting unconditional discharge to all former members of the board of directors of the Company, Winterthur Life and before the Current Winterthur Group Executive Board Notary, of a notarial deed of transfer in connection with their acts or omissions as directors and executive officers of the Company and of Winterthur Life during the period ending with the Closing Date;
(i) the Purchaser shall procure the full repayment on behalf of Finso, or cause Finso to fully repay, the Finso Loan to the Seller's Guernsey Branch by way of payment of (aa) the Principal Finso Loan Amount and the (bb) Accrued Finso Interest, in each case in GBP by wire transfer, with value as of the Closing Date and for same day receipt, in immediately available funds to a bank account designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date; and
(j) the Seller shall deliver to the Purchaser a confirmation from the Seller's Guernsey Branch substantially in the form attached hereto as Schedule 4.2(j) confirming to the Company and Finso that all amounts owed under the Finso Loan and the Finso Guarantee, including the Principal Finso Loan Amount, the Accrued Finso Interest and all interest, break cost, fees, commission and any other amounts owed under the Finso Loan and the Finso Guarantee have been discharged in full and that the Company and Finso are fully and finally released from all obligations thereunder, respectivelyAgreed Terms.
Appears in 1 contract
Sources: Share Purchase Agreement (Tekelec)
Closing Actions. Concurrently with and in exchange for 5.2.1 On the closing actions of the other PartyClosing Date, the following closing actions shall occur in the sequence of following order (the alphabetic order of paragraphs (a) to (j) below:“Closing Actions”, which in their entirety shall constitute the “Closing”):
(aA) the Purchaser Buyers shall deliver to the Seller (unless delivered earlier) documentary evidence in form and substance reasonably satisfactory to the Seller that, subject to Section 3.2, confirming that all Material Merger Control Clearances Regulatory Approvals have been obtained or the respective waiting periods have expired without a reaction from the relevant competition authority in accordance with Section 3.1(a)and fully satisfied;
(bB) the Purchaser Seller shall deliver evidence reasonably satisfactory to the Seller that, subject to Section 3.2, all Regulatory Filings and Approvals have been obtained, respectively made, in accordance with Section 3.1(b) (including Buyers an extract from the pre-approval from FOPI of Seller’s Share Account showing the purchase of the Shares by the Purchaser);
(c) the Purchaser shall pay Seller’s title to the Seller the Purchase Price in CHF by wire transfer, with value as of the Closing Date Sale Shares free from any Encumbrances and for same day receipt, in immediately available funds to one or more bank accounts designated by the Seller in writing no later dated not earlier than by close of business 3 (Zurich) on the 3rd (thirdthree) Business Day Days prior to the Closing Date;
(dC) the Buyers shall provide the Seller shall deliver to with details of the Purchaser Buyers’ Share Accounts for the share certificates representing purposes of transfer of the Sale Shares, duly endorsed in blank;
(eD) the Seller Buyers shall deliver to pay the Purchaser an extract of the minutes of a resolution of the board of directors of the Company approving the transfer of the Shares to the Purchaser and the entry of the Purchaser in the share register of the Company First Instalment (as of the Closing Date;
(f) the Seller shall deliver to the Purchaser the share register of the Company in which the Purchaser is registered as the sole shareholder of the Company as of the Closing Date;
(g) the Seller shall deliver to the Purchaser resignation letters of the members of the board of directors of the Company and of Winterthur Life as specified defined in Schedule 4.2(g2 to this Agreement), by which such persons (i) resign from such boards of directors (or other governing bodies, as applicable) and (ii) waive any rights and declare to have no claims towards any Business Entity of the Winterthur Group in connection with their membership in the respective boards of directors (or other governing bodies, as applicable);
(h) the Purchaser shall deliver to the Seller a certified extract from the resolutions of the shareholders' meeting of the Company and of Winterthur Life substantially in the form attached hereto as Schedule 4.2(h) granting unconditional discharge to all former members of the board of directors of the Company, Winterthur Life and the Current Winterthur Group Executive Board in connection with their acts or omissions as directors and executive officers of the Company and of Winterthur Life during the period ending with the Closing Date;
(i) the Purchaser shall procure the full repayment on behalf of Finso, or cause Finso to fully repay, the Finso Loan to the Seller's Guernsey Branch by way of payment of (aa) the Principal Finso Loan Amount and the (bb) Accrued Finso Interest, in each case in GBP by wire transfer, with value as of the Closing Date and for same day receipt, in immediately available funds with the same date value, without any set-off, deduction or counterclaim, to a bank account designated the Seller’s Account (such payment to be evidenced by confirmation to the Seller from the Seller’s Bank that the entire amount of the First Instalment has been credited to the Seller’s Account);
(E) the Buyer 2 and the Seller shall enter into the pledge agreement pursuant to clause 6.1 hereto.
(F) subject to fulfillment of the Closing Actions specified in clauses 5.2.1(A)- 5.2.1(E) above the Seller shall transfer:
(i) Shares 1 to the Buyer’s 1 Share Account;
(ii) Shares 2 to the Buyer’s 2 Share Account, by delivering to the Registrar the transfer instructions (in Russian: передаточные распоряжения) in relation to the Sale Shares in the form prescribed by the Seller Registrar duly signed by the Seller.
5.2.2 At Closing the Parties shall execute such further documents and take such further actions as may be necessary to give full force and effect to the provisions of this Agreement.
5.2.3 If in writing no later than by close of business (Zurich) any respect the Closing Actions set out in clause 5.2.1 are not complied with on the 3rd (third) Business Day prior to the Closing Date; and
, the Closing shall only be deemed to have taken place if the Part(y)(ies) not in default confirms in writing on the Closing Date that it/they accept(s) that the Closing may take place (j) the Seller shall deliver without prejudice to the Purchaser a confirmation from the Seller's Guernsey Branch substantially in the form attached hereto as Schedule 4.2(j) confirming all rights or remedies available to the Company and Finso that all amounts owed under the Finso Loan and the Finso Guaranteesuch Part(y)(ies), including the Principal Finso Loan Amountright to claim damages).
5.2.4 If in any respect the Closing Actions set out in clauses 5.2.1(A), 5.2.1(C), 5.2.1(D) and 5.2.1(E) are not complied with on the Closing Date and the Seller does not confirm that the Closing may take place as set out in clause 5.2.3, the Accrued Finso Interest and Seller may, in its absolute discretion:
(A) terminate this Agreement by notice in writing to the Buyers with effect from the day when the notice shall be deemed duly given in accordance with this Agreement; or
(B) postpone the Closing Date by up to thirty (30) days (the Closing Date, as so postponed, being the “Postponed Closing Date”) by notice in writing to the Buyers. For the avoidance of doubt all interest, break cost, fees, commission and any other amounts owed under the Finso Loan and provisions of this Agreement in respect of the Finso Guarantee have been discharged in full and that Closing Date shall be also applicable to the Company and Finso are fully and finally released from all obligations thereunder, respectivelyPostponed Closing Date.
Appears in 1 contract
Sources: Sale and Purchase Agreement (Qiwi)
Closing Actions. Concurrently with and in exchange for On the closing actions of the other PartyScheduled Closing Date, the Sellers and the Purchaser shall take, or cause to be taken, concurrently (Zug um Zug) the following closing actions shall occur (collectively the “Closing Actions” and each a “Closing Action”) in the sequence of the alphabetic order of paragraphs (a) to (j) belowfollowing order:
(a) the Purchaser shall deliver The Sellers provide evidence reasonably satisfactory to the Seller that, subject Purchaser that Sellers 3 and 13 have executed addenda to Section 3.2, all Material Merger Control Clearances have been obtained or the their respective waiting periods have expired without a reaction from the relevant competition authority in accordance existing Related Party Employment Agreements with Section 3.1(a);
(b) the Purchaser shall deliver evidence reasonably satisfactory to the Seller that, subject to Section 3.2, all Regulatory Filings and Approvals have been obtained, respectively made, in accordance with Section 3.1(b) (including the pre-approval from FOPI of the purchase of the Shares by the Purchaser);
(c) the Purchaser shall pay to the Seller the Purchase Price in CHF by wire transfer, with value effect as of the Closing Date and for same day receipt, in immediately available funds to one or more bank accounts designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date;
(d) the Seller shall deliver to the Purchaser the share certificates representing the Shares, duly endorsed in blank;
(e) the Seller shall deliver to the Purchaser an extract approval of the minutes of a resolution of the Company’s supervisory board of directors of the Company approving the transfer of the Shares to the Purchaser and the entry of the Purchaser in the share register of the Company as of the after Closing Date;
(f) the Seller shall deliver to the Purchaser the share register of the Company in which the Purchaser is registered as the sole shareholder of the Company as of the Closing Date;
(g) the Seller shall deliver to the Purchaser resignation letters of the members of the board of directors of the Company and of Winterthur Life as specified in Schedule 4.2(g), by which such persons (i) resign from such boards of directors (or other governing bodies, as applicable) and (ii) waive any rights and declare to have no claims towards any Business Entity of the Winterthur Group in connection with their membership in the respective boards of directors (or other governing bodies, as applicable);
(h) the Purchaser shall deliver to the Seller a certified extract from the resolutions of the shareholders' meeting of the Company and of Winterthur Life substantially in the form attached hereto as Schedule 4.2(h7.2.1(a); such evidence shall be provided by delivery of duly executed true and complete original copies of the respective addenda to the existing Related Party Employment Agreements; EXECUTION VERSION SHARE PURCHASE AND TRANSFER AGREEMENT - 360KOMPANY AG PAGE 41 OF 93
(b) granting unconditional discharge The Sellers provide evidence reasonably satisfactory to the Purchaser of the resignation, effective as of the lapse of the Closing Date, of all former members of the supervisory board of directors the Group Companies; such evidence shall be provided by delivery of the Company, Winterthur Life and the Current Winterthur Group Executive Board in connection with their acts or omissions as directors and executive officers duly executed original copies of the Company and of Winterthur Life during the period ending with the Closing Date;
(i) the Purchaser shall procure the full repayment on behalf of Finso, or cause Finso to fully repay, the Finso Loan to the Seller's Guernsey Branch by way of payment of (aa) the Principal Finso Loan Amount and the (bb) Accrued Finso Interest, in each case in GBP by wire transfer, with value as of the Closing Date and for same day receipt, in immediately available funds to a bank account designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date; and
(j) the Seller shall deliver to the Purchaser a confirmation from the Seller's Guernsey Branch resignation letters substantially in the form attached hereto in Schedule 7.2.1(b);
(c) The Company provides to the Purchaser agreements concluded between the Company on the one hand and the respective EDPP Beneficiaries on the other hand pursuant to which each EDPP Beneficiary subject only to receipt of an amount specified therein (net of any Taxes payable by the Company) will waive any and all rights and claims, they may have under EDPP against the Company or confirm not to have any other claims (such agreements collectively, the “EDPP Waiver and Settlement Agreements”);
(d) The Sellers deliver to the Purchaser the original of a duly executed power of attorney (Vollmacht) to adopt in the name and on behalf of the Sellers any shareholders’ resolutions of the Company, substantially in the form of the draft attached as Schedule 4.2(j7.2.1(d);
(e) confirming The Sellers and the Purchaser provide evidence of a fully executed Escrow Agreement;
(f) If and to the Company and Finso that all amounts owed under extent the Finso Loan and Sold Shares are represented by share certificates issued by the Finso Guarantee, including the Principal Finso Loan AmountCompany, the Accrued Finso Interest respective Seller shall duly endorse to the benefit of the Purchaser, and all interesttransfer (i.e. physically hand over) to the Purchaser, break cost, fees, commission and any other amounts owed under such share certificates.
(g) The Preliminary Cash Consideration is discharged by (or on behalf of) the Finso Loan and Purchaser in cash by wire transfer in immediately available funds by
(i) payment of the Finso Guarantee have been Escrow Amount into the Escrow Account; and
(ii) payment of the Sellers’ Amount into the Sellers’ Account.
(h) The Stock Consideration is discharged in full accordance with the provisions of Section 4.3.3.
(i) The Sellers shall hold a shareholders’ meeting of the Company resolving upon (i) the granting of discharge (Entlastung) to the resigning members of the supervisory board and to the members of the management board for the time up to the Scheduled Closing Date (ii) the appointment of new members to the supervisory board of Company as notified by Purchaser to Sellers’ Representative in due course prior to Closing.
(j) Following the performance of the Closing Action pursuant to Section 7.2.1(h) and receipt of such funds on the relevant accounts, (i) the Sellers’ Representatives shall confirm in writing to the Purchaser that the Preliminary Cash Consideration has been duly discharged and (ii) the Sellers’ Representatives shall confirm in writing to the Purchaser that the assignment and transfer “in rem” of the Sold Shares to the Purchaser has become effective (including through satisfaction or waiver of the conditions precedent set forth in Section 3.1.3), (iii) the Purchaser shall be registered in the share register (Aktienbuch) of the Company as the holder of the Sold Shares; and Finso (iv) the Sellers’ Representatives shall promptly notify the management board of the Company of the fact that the Purchaser has become the sole shareholder of the Company. EXECUTION VERSION SHARE PURCHASE AND TRANSFER AGREEMENT - 360KOMPANY AG PAGE 42 OF 93 For the avoidance of doubt, (i) the Sellers shall be responsible for and shall (and shall apply reasonable efforts that the relevant Group Company and, where applicable, the Sellers’ Related Parties do) enter into the agreements and make the declarations which are fully required to be made for purposes of the satisfaction of the Closing Actions set forth in Sections 7.2.1(a) through 7.2.1(f) and finally released from Section 7.2.1(i) and (ii) the Purchaser and Moody’s shall jointly be responsible for and shall (and shall apply reasonable efforts that, where applicable, their respective Related Parties do) take all obligations thereunder, respectivelyactions required for purposes of the satisfaction of the Closing Actions set forth in Sections 7.2.1(g) and 7.2.1(h).
Appears in 1 contract
Sources: Share Purchase and Transfer Agreement (Moodys Corp /De/)
Closing Actions. Concurrently with and in exchange for the closing actions of the other Party, the following closing actions shall occur in the sequence of the alphabetic order of paragraphs (a) to (j) below:
(a) the Purchaser shall deliver evidence reasonably satisfactory to the Seller that, subject to Section 3.2, all Material Merger Control Clearances have been obtained or the respective waiting periods have expired without a reaction from the relevant competition authority in accordance with Section 3.1(a);
(b) the Purchaser shall deliver evidence reasonably satisfactory to the Seller that, subject to Section 3.2, all Regulatory Filings and Approvals have been obtained, respectively made, in accordance with Section 3.1(b) (including the pre-approval from FOPI of the purchase of the Shares by the Purchaser);
(c) the Purchaser shall pay to the Seller the Purchase Price in CHF by wire transfer, with value as of the Closing Date and for same day receipt, in immediately available funds to one or more bank accounts designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to 5.2.1 On the Closing Date;
, the Parties shall perform the following actions (d) the Seller shall deliver to the Purchaser the share certificates representing the Shares, duly endorsed in blank;
(e) the Seller shall deliver to the Purchaser an extract of the minutes of a resolution of the board of directors of the Company approving the transfer of the Shares to the Purchaser and the entry of the Purchaser in the share register of the Company as of the “Closing Date;
(f) the Seller shall deliver to the Purchaser the share register of the Company in which the Purchaser is registered as the sole shareholder of the Company as of the Closing Date;
(g) the Seller shall deliver to the Purchaser resignation letters of the members of the board of directors of the Company and of Winterthur Life as specified in Schedule 4.2(g), by which such persons (i) resign from such boards of directors (or other governing bodies, as applicable) and (ii) waive any rights and declare to have no claims towards any Business Entity of the Winterthur Group in connection with their membership in the respective boards of directors (or other governing bodies, as applicable);
(h) the Purchaser shall deliver to the Seller a certified extract from the resolutions of the shareholders' meeting of the Company and of Winterthur Life substantially in the form attached hereto as Schedule 4.2(h) granting unconditional discharge to all former members of the board of directors of the Company, Winterthur Life and the Current Winterthur Group Executive Board in connection with their acts or omissions as directors and executive officers of the Company and of Winterthur Life during the period ending with the Closing Date;Actions”):
(i) the Purchaser shall procure pay the full repayment on behalf of Finso, or cause Finso to fully repay, the Finso Loan Purchase Price to the Seller's Guernsey Branch Sellers by way of payment of (aa) the Principal Finso Loan Amount and the (bb) Accrued Finso Interest, in transferring each case in GBP by wire transfer, with value as of the Closing Date and for same day receipt, amounts set out in immediately available funds Clause 3.1.2 to the respective Seller by means of a wire transfer to the bank account designated by such Seller and notified by it to the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Purchaser at least three Business Day prior to Days before the Closing Date; and.
(jii) Frontline and Famatown shall deliver the Frontline Shares and the Famatown Shares, respectively, to the Purchaser by transferring such Sale Shares into the securities account(s) of the Purchaser as notified by it to the Sellers at least three Business Days before the Closing Date, in accordance with the provisions of Schedule to the extent applicable.
(iii) the Seller Sellers shall deliver to the Purchaser a confirmation from written statement confirming receipt of the Seller's Guernsey Branch substantially Purchase Price in a form reasonably acceptable to the Purchaser.
(iv) the Sellers shall deliver to the Purchaser duly executed resignation letters by ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇ in relation to their mandates in the supervisory board of Euronav, in the form attached hereto as Schedule 4.2(j.
5.2.2 The effectiveness of each of the Closing Actions is conditional upon the fulfilment of all the other Closing Actions.
5.2.3 The Purchaser may at any time waive any of the Closing Actions required to be done by the Sellers, and the Sellers (acting jointly) confirming may at any time waive any of the Closing Actions required to be done by the Purchaser.
5.2.4 If a Party fails to fulfil any of its Closing Actions, then the Purchaser (if any of the Sellers fail to fulfil any of their Closing Actions) or the Sellers, acting jointly (if the Purchaser fails to fulfil any of its Closing Actions) may:
(i) proceed to Closing to the Company extent reasonably possible and Finso permitted by Law, which shall include for the avoidance of doubt the right to claim specific performance;
(ii) defer Closing, in which event the provisions of this Clause shall apply to Closing so deferred, provided that Closing cannot be deferred past the Long Stop Date; or
(iii) terminate this Agreement in accordance with Clause , in which case all amounts owed under the Finso Loan Closing Actions already fulfilled shall be deemed null and the Finso Guarantee, including the Principal Finso Loan Amount, the Accrued Finso Interest and all interest, break cost, fees, commission and void. Such termination right is without prejudice to any other amounts owed rights or remedies which the non-defaulting Party may have under applicable Law against the Finso Loan and the Finso Guarantee have been discharged Party in full and that the Company and Finso are fully and finally released from all obligations thereunder, respectivelybreach of its Closing Actions.
Appears in 1 contract
Sources: Share Purchase Agreement (Compagnie Maritime Belge NV)
Closing Actions. Concurrently with and in exchange for On the closing actions of the other PartyScheduled Closing Date, the Parties shall take the following closing actions shall occur in the sequence of the alphabetic order of paragraphs (a"Closing Actions") to simultaneously (j) below:Zug um Zug):
9.2.1 The Purchaser shall
(a) Upon request of the Purchaser shall deliver evidence reasonably satisfactory Sellers pay the Pay-off Amount set forth in Clause 4.1(b) directly to the Seller that, subject Lenders into an account to Section 3.2, all Material Merger Control Clearances have been obtained or be specified in the respective waiting periods have expired without a reaction from the relevant competition authority in accordance with Section 3.1(a);Release Letter,
(b) the Purchaser shall deliver evidence reasonably satisfactory to the Seller that, subject to Section 3.2, all Regulatory Filings and Approvals have been obtained, respectively made, in accordance with Section 3.1(b) (including the pre-approval from FOPI Upon request of the purchase Sellers pay the Pay-off Amount II set forth in Clause 2.4.4 into an account of the Shares former manager to be specified by the Purchaser)Seller 1;
(c) Make the Purchaser shall pay payment into the Escrow Account pursuant to the Seller Clause 4.4.1(b);
(d) The remainder of the Purchase Price in CHF into the Seller 1 Account. Such payments and their exemplary amounts as per the Scheduled Closing Date are attached hereto as Schedule 9.2.1.
9.2.2 The Sellers shall provide the Purchaser with a written confirmation dated as of Closing, after review by wire transferthe Sellers of the Sellers Guarantees and due inquiry of the Management of the Company, with value that the Sellers Guarantees which are given as of the Closing Date pursuant to Section 10, either (i) continue to be true and for same day receipt, in immediately available funds to one or more bank accounts designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date;
(d) the Seller shall deliver to the Purchaser the share certificates representing the Shares, duly endorsed in blank;
(e) the Seller shall deliver to the Purchaser an extract of the minutes of a resolution of the board of directors of the Company approving the transfer of the Shares to the Purchaser and the entry of the Purchaser in the share register of the Company correct as of the Closing Date;, or (ii) should (i) not be the case, describe in reasonable details any Breach of the relevant Sellers' Guarantee.
(f) the Seller 9.2.3 The Sellers shall deliver to the Purchaser the share register of the Company in which the Purchaser is registered as the sole shareholder of the Company as of the Closing Date;
(g) the Seller shall deliver to the Purchaser duly executed resignation letters of the members of the advisory board (Beirat) of directors of Verwaltungsgesellschaft and Reinfurt KG.
9.2.4 If not already done prior to Closing, the Company Sellers and of Winterthur Life as specified in Schedule 4.2(g), by which such persons (i) resign from such boards of directors (or other governing bodies, as applicable) the Purchaser shall execute the Escrow Agreement and (ii) waive any rights shall instruct the Escrow Agent to also execute the Escrow Agreement.
9.2.5 The Sellers and declare the Purchaser shall sign an additional document to evidence separately that the Shareholder Loans have no claims towards any Business Entity of the Winterthur Group in connection with their membership in the respective boards of directors (or other governing bodies, as applicable);been transferred.
(h) the 9.2.6 The Purchaser shall deliver to the Seller a certified extract from the resolutions Sellers 2 and 3 signed copies of the shareholders' meeting letter attached in Schedule 9.2.6 in draft form.
9.2.7 The Parties shall instruct the officiating notary to file the updated shareholder list of the Company and of Winterthur Life substantially in to the form attached hereto as Schedule 4.2(h) granting unconditional discharge to all former members Commercial Register of the board local court of directors of the Company, Winterthur Life and the Current Winterthur Group Executive Board in connection with their acts or omissions as directors and executive officers of the Company and of Winterthur Life during the period ending with the Closing Date;
(i) the Purchaser shall procure the full repayment on behalf of Finso, or cause Finso to fully repay, the Finso Loan to the Seller's Guernsey Branch by way of payment of (aa) the Principal Finso Loan Amount and the (bb) Accrued Finso Interest, in each case in GBP by wire transfer, with value as of the Closing Date and for same day receipt, in immediately available funds to a bank account designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date; and
(j) the Seller shall deliver to the Purchaser a confirmation from the Seller's Guernsey Branch substantially in the form attached hereto as Schedule 4.2(j) confirming to the Company and Finso that all amounts owed under the Finso Loan and the Finso Guarantee, including the Principal Finso Loan Amount, the Accrued Finso Interest and all interest, break cost, fees, commission and any other amounts owed under the Finso Loan and the Finso Guarantee have been discharged in full and that the Company and Finso are fully and finally released from all obligations thereunder, respectivelyWürzburg.
Appears in 1 contract
Closing Actions. Concurrently with On the Closing Date, subject to the terms and in exchange for the closing actions of the other Partyconditions herein, the Parties shall perform and/or shall cause their Affiliates to perform the following closing actions shall occur in the sequence of the alphabetic order of paragraphs (a) to (j) belowactions:
(ai) the Purchaser shall deliver evidence reasonably satisfactory to Buyer transfers, and the Seller thatreceives, subject to Section 3.2, all Material Merger Control Clearances have been obtained or the respective waiting periods have expired without a reaction from the relevant competition authority Purchase Price in accordance with Section 3.1(a2.3.1;
(ii) the Parties executes the amendment to the articles of association of the Company, transferring the Quotas from the Seller to the Buyer, accepting the resignation of the current officers of the Company appointed by Seller, approving the election of the new officers of the Company and approving the new wording of the Company’s articles of association (“Amendment to the AoA”);
(biii) the Purchaser shall deliver evidence reasonably satisfactory to Parties execute the Escrow Agreement;
(iv) the Company, VDBN, Seller that, subject to Section 3.2, all Regulatory Filings and Approvals have been obtained, respectively made, in accordance with Section 3.1(b) Ferragens Negrão execute the transition services agreement (including the pre-approval from FOPI of the purchase of the Shares by the Purchaser“Transition Services Agreement”);
(cv) the Purchaser shall pay Company and Ferragens Negrão execute the supply agreement ("Supply Agreement”);
(vi) the Seller delivers to the Seller the Purchase Price in CHF by wire transfer, with value as Buyer a copy of a quotaholder’s resolution of the Closing Date Company, duly registered with the applicable commercial registry approving the management accounts, financial statements and for same day receipt, in immediately available funds to one or more bank accounts designated by the Seller in writing no later than by close allocation of business the results of the five (Zurich5) on the 3rd (third) Business Day fiscal years prior to the Closing Date;
(dvii) the Seller shall deliver delivers to the Purchaser the share certificates representing the Shares, duly endorsed in blank;
(e) the Seller shall deliver to the Purchaser an extract Buyer evidence of the minutes of a resolution of the board of directors of the Company approving the transfer of the Shares domain name <▇▇▇▇.▇▇▇.▇▇> to the Purchaser and the entry of the Purchaser in the share register of the Company as of the Closing DateCompany;
(fviii) the Seller shall deliver delivers to the Purchaser the share register Buyer evidence of the Company in which the Purchaser is registered as the sole shareholder revocation of the Company as powers of attorney listed in Exhibit 4.10, except for the Closing Datepowers of attorney listed in items 2, 3 and 7;
(gix) the Seller shall deliver delivers to the Purchaser resignation letters Buyer the power of the members of the board of directors of attorney granted by the Company and of Winterthur Life as specified in Schedule 4.2(g), to the individuals indicated by which such persons (i) resign from such boards of directors (or other governing bodies, as applicable) and (ii) waive any rights and declare to have no claims towards any Business Entity of the Winterthur Group in connection with their membership in the respective boards of directors (or other governing bodies, as applicable)Buyer;
(hx) the Purchaser shall deliver Seller delivers to the Buyer the insurance policy related to Seller’s indemnification obligation;
(xi) the Seller a certified extract from delivers to the resolutions Buyer the Seller’s corporate approval approving the Transaction;
(xii) the Seller delivers to the Buyer evidence of the shareholders' meeting dismissal and all severance payment foreseen by ▇▇▇ to the Company’s officer, ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; and
(xiii) the Sellers delivers to the Buyer the Company’s bank extracts of the Company and of Winterthur Life substantially one or more bank accounts in the form attached hereto as Schedule 4.2(h) granting unconditional discharge to all former members of the board of directors name of the Company, Winterthur Life and the Current Winterthur Group Executive Board in connection with their acts or omissions as directors and executive officers of the Company and of Winterthur Life during the period ending with the Closing Date;
indicating an aggregate balance not less than one million Brazilian Reais (i) the Purchaser shall procure the full repayment on behalf of Finso, or cause Finso to fully repay, the Finso Loan to the Seller's Guernsey Branch by way of payment of (aa) the Principal Finso Loan Amount and the (bb) Accrued Finso Interest, in each case in GBP by wire transfer, with value as of the Closing Date and for same day receipt, in immediately available funds to a bank account designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date; and
(j) the Seller shall deliver to the Purchaser a confirmation from the Seller's Guernsey Branch substantially in the form attached hereto as Schedule 4.2(j) confirming to the Company and Finso that all amounts owed under the Finso Loan and the Finso Guarantee, including the Principal Finso Loan Amount, the Accrued Finso Interest and all interest, break cost, fees, commission and any other amounts owed under the Finso Loan and the Finso Guarantee have been discharged in full and that the Company and Finso are fully and finally released from all obligations thereunder, respectivelyR$ 1,000,000.00).
Appears in 1 contract
Sources: Quota Purchase Agreement (Wd 40 Co)
Closing Actions. Concurrently with On the Closing Days, the Parties shall take the following actions (such action collectively herein also referred to as the “Closing Actions” and each of them a “Closing Action”) in exchange for the closing actions following order:
7.3.1 On Closing Day I the Parties shall take the following Closing Actions (“Closing Actions I”):
7.3.1.1 Each Party shall submit to the other Parties evidence of the other Party, authority of each person executing a document or acting on its behalf regarding any Closing Action; and
7.3.1.2 the following closing actions Sellers shall occur in provide to the sequence Purchaser evidence of the alphabetic order fulfillment of paragraphs (a) to (j) below:the Closing Conditions I set forth in Section 6.1.2; and
(a) 7.3.1.3 the Purchaser shall deliver evidence reasonably satisfactory to the Seller thatSellers written confirmation, subject to Section 3.2such confirmation substantially in the form as set forth in Schedule 7.3.1.3, all Material Merger Control Clearances have been obtained or whether, as of the respective waiting periods have expired without a reaction from the relevant competition authority in accordance with Section 3.1(a);
(b) Closing Day I, the Purchaser is aware of any violation of the Sellers’ Warranties as set forth in Section 9 (it being understood that this statement shall have no effect on the Sellers’ obligations and liabilities and shall not preclude the Covered Persons from taking any action, or enforcing any claim, under the Agreement and that it shall not be used by the Sellers as a defence against any claim of the Covered Persons); and
7.3.1.4 the Sellers shall deliver evidence reasonably satisfactory to the Seller thatPurchaser a written statement that all representations made in Section 9 are true, subject to Section 3.2, all Regulatory Filings correct and Approvals have been obtained, respectively made, in accordance with Section 3.1(b) (including the pre-approval from FOPI complete as of the purchase Closing Day I (regardless of whether the statement in Section 9 refers to the day hereof) or, as the case may be, list any discrepancies as of the Closing Day I; and
7.3.1.5 the Sellers shall deliver to the Purchaser a photocopy of the resolution of the shareholder’s meeting of the Company having taken place prior to or on Closing Day I in which the shareholder’s meeting approves the split of the Shares by the Purchaser);as stipulated in Sections 2.3 and 2.4; and
(c) 7.3.1.6 the Purchaser shall pay to the Seller the Purchase Price I and the Preliminary Purchase Price II to the Sellers to be credited to the Sellers’ Bank Accounts in CHF by wire transfer, compliance with value as Section 4.4 and submit copies of the Closing Date and for same day receipt, in immediately available funds to one or more bank accounts designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior relevant transfer instructions to the Closing Date;
(d) Sellers and the Seller Sellers shall deliver to the Purchaser the share certificates representing confirmation of due payment as set forth in Section 4.4.
7.3.2 On Closing Day II the Shares, duly endorsed in blank;Parties shall take the following Closing Actions (“Closing Actions II”):
(e) the Seller 7.3.2.1 Each Party shall deliver submit to the Purchaser an extract other Parties evidence of the minutes authority of each person executing a resolution document or acting on its behalf regarding any Closing Action; and
7.3.2.2 the Purchaser shall pay the Purchase Price III to the Sellers to be credited to the Sellers’ Bank Accounts in compliance with Section 4.4 and submit copies of the board of directors of the Company approving the relevant transfer of the Shares instructions to the Purchaser Sellers and the entry of the Purchaser in the share register of the Company as of the Closing Date;
(f) the Seller Sellers shall deliver to the Purchaser the share register confirmation of the Company due payment as set forth in which the Purchaser is registered as the sole shareholder of the Company as of the Closing DateSection 4.4;
(g) 7.3.2.3 the Seller Parties shall deliver to execute the Purchaser resignation letters of assignment agreement regarding the members of the board of directors of the Company and of Winterthur Life as specified Shares III in Schedule 4.2(g), by which such persons (i) resign from such boards of directors (or other governing bodies, as applicable) and (ii) waive any rights and declare to have no claims towards any Business Entity of the Winterthur Group in connection with their membership in the respective boards of directors (or other governing bodies, as applicable);
(h) the Purchaser shall deliver to the Seller a certified extract from the resolutions of the shareholders' meeting of the Company and of Winterthur Life substantially notarized form essentially in the form attached hereto as of Schedule 4.2(h) granting unconditional discharge to all former members of the board of directors of the Company, Winterthur Life and the Current Winterthur Group Executive Board in connection with their acts or omissions as directors and executive officers of the Company and of Winterthur Life during the period ending with the Closing Date;
(i) the Purchaser shall procure the full repayment on behalf of Finso, or cause Finso to fully repay, the Finso Loan to the Seller's Guernsey Branch by way of payment of (aa) the Principal Finso Loan Amount and the (bb) Accrued Finso Interest, in each case in GBP by wire transfer, with value as of the Closing Date and for same day receipt, in immediately available funds to a bank account designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date; and
(j) the Seller shall deliver to the Purchaser a confirmation from the Seller's Guernsey Branch substantially in the form attached hereto as Schedule 4.2(j) confirming to the Company and Finso that all amounts owed under the Finso Loan and the Finso Guarantee, including the Principal Finso Loan Amount, the Accrued Finso Interest and all interest, break cost, fees, commission and any other amounts owed under the Finso Loan and the Finso Guarantee have been discharged in full and that the Company and Finso are fully and finally released from all obligations thereunder, respectively7.3.2.3.
Appears in 1 contract
Closing Actions. Concurrently with The Parties shall meet at the offices of Freshfields Bruckhaus ▇▇▇▇▇▇▇▇ Rechtsanwälte Steuerberater PartG mbB, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, or in such other location as agreed upon by the Parties in writing, on the tenth (10th) Business Days after the Unconditional Date, but in any event only (i) at the earliest four weeks after the information letter pursuant Section 9.4 has been issued to the German 613a Business Employees and in exchange for (ii) on the closing actions last day of a calendar month or, if the other Partylast day of a calendar month is not a Business Day, on the next following Business Day, where the following closing actions (the Closing Actions which collectively constitute the Closing, and the date on which the last of those actions is taken the Closing Date) shall occur in the sequence of the alphabetic order of paragraphs be taken simultaneously (a) to (j) below:Zug-um-Zug):
(a) Seller shall cause the Local Sellers, and Purchaser shall deliver evidence reasonably satisfactory cause the Local Purchasers, to enter into the Seller that, subject to Section 3.2, all Material Merger Control Clearances have been obtained or the respective waiting periods have expired without a reaction from the relevant competition authority in accordance with Section 3.1(a)Locals STAs;
(b) Seller and Purchaser or a Purchaser Affiliate shall enter into
(i) the Share Transfer Agreements; provided that, in the event applicable local Law requires that the Share Transfer Agreements be executed in advance of the Closing Date in order to make the transfer of the Sold Shares effective as of Closing, the Parties shall execute such Share Transfer Agreement at such earlier date;
(ii) the CMA;
(iii) the Trademark License Agreement;
(iv) the Delimitation Agreement;
(v) the Transitional Services Agreement; and
(vi) an assignment agreement covering the global assignment of all Sold IP Rights from Seller to Purchaser.
(c) Purchaser shall deliver evidence reasonably satisfactory to (i) pay the Seller that, subject to Section 3.2, all Regulatory Filings and Approvals have been obtained, respectively made, Closing Payment Amount in accordance with Section 3.1(b) (including the pre-approval from FOPI of the purchase of the Shares by the Purchaser);
(c) the Purchaser shall pay to the Seller the Purchase Price in CHF by wire transfer, with value as of the Closing Date and for same day receipt, in immediately available funds to one or more bank accounts designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date;
(d) the Seller shall deliver to the Purchaser the share certificates representing the Shares, duly endorsed in blank;
(e) the Seller shall deliver to the Purchaser an extract of the minutes of a resolution of the board of directors of the Company approving the transfer of the Shares to the Purchaser and the entry of the Purchaser in the share register of the Company as of the Closing Date;
(f) the Seller shall deliver to the Purchaser the share register of the Company in which the Purchaser is registered as the sole shareholder of the Company as of the Closing Date;
(g) the Seller shall deliver to the Purchaser resignation letters of the members of the board of directors of the Company and of Winterthur Life as specified in Schedule 4.2(g), by which such persons (i) resign from such boards of directors (or other governing bodies, as applicable11.4(a) and (ii) waive procure payment of any rights and declare to have no claims towards any Business Entity of the Winterthur Group Local Payments in connection accordance with their membership in the respective boards of directors (or other governing bodies, as applicable);Section 10.4.
(hd) the Purchaser shall deliver to the Seller a certified extract from the resolutions of the shareholders' meeting of the Company and of Winterthur Life substantially in the form attached hereto as Schedule 4.2(h) granting unconditional discharge to all former members of the board of directors of the Company, Winterthur Life and the Current Winterthur Group Executive Board in connection with their acts or omissions as directors and executive officers of the Company and of Winterthur Life during the period ending with the Closing Date;
(i) the Purchaser shall procure the full repayment on behalf of Finso, or cause Finso to fully repay, the Finso Loan to the Seller's Guernsey Branch by way of payment of (aa) the Principal Finso Loan Amount and the (bb) Accrued Finso Interest, in each case in GBP by wire transfer, with value as of the Closing Date and for same day receipt, in immediately available funds to a bank account designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date; and
(j) the Seller shall deliver to the Purchaser a confirmation from certificate, duly completed and executed pursuant to Sections 1.897-2(h) and 1.1445-2(c) of the Seller's Guernsey Branch substantially in the form attached hereto as Schedule 4.2(j) confirming to the Company and Finso that all amounts owed under the Finso Loan and the Finso GuaranteeUnited States Treasury Regulations, including the Principal Finso Loan Amount, the Accrued Finso Interest and all interest, break cost, fees, commission and any other amounts owed under the Finso Loan and the Finso Guarantee have been discharged in full and issued by ▇▇▇▇▇▇▇ inc certifying that the Company and Finso shares of ▇▇▇▇▇▇▇ inc are fully and finally released from all obligations thereunder, respectivelynot United States real property interests.
Appears in 1 contract
Sources: Master Asset Purchase Agreement (Ashland Global Holdings Inc)
Closing Actions. Concurrently with and in exchange for 6.2.1 On the closing actions of the other PartyClosing Date, the Parties shall simultaneously (Zug um Zug) take the following closing actions shall occur in (the sequence of the alphabetic order of paragraphs (a) to (j) below:Closing Actions):
(a) the Purchaser Sellers shall (through the Sellers’ Representative) deliver evidence reasonably satisfactory to the Seller thatPurchaser duly executed resignation letters, subject effective on or before the Closing Date, of those directors and board members of the Group Companies who act as representatives of Sellers 1 to Section 3.2, all Material Merger Control Clearances have been obtained 8 or the respective waiting periods have expired without a reaction from the relevant competition authority any of their Affiliates and who are listed in accordance with Section 3.1(aExhibit 6.2.1(a);
(b) the Purchaser Sellers shall deliver evidence reasonably satisfactory hold and, as the case may be, shall procure that the relevant member(s) of the Group hold, a shareholders’ meeting and vote for a shareholders’ resolution granting discharge (Entlastung) to each of the directors and board members of the Group Companies mentioned in Exhibit 6.2.1(a) above for the fiscal year 2015 and for the time period from 1 January 2016 through to the Seller that, subject to Section 3.2, all Regulatory Filings and Approvals have been obtained, respectively made, in accordance with Section 3.1(b) (including the pre-approval from FOPI of the purchase of the Shares by the Purchaser)date their resignations become effective;
(c) the Sellers shall deliver to the Purchaser a duly executed copy of the Release Agreement;
(d) the Purchaser shall pay the Total Facilities Repayment Amount into the Total Facilities Repayment Account in accordance with clause 4.2.5;
(e) the Purchaser shall pay to the Seller Indigo Sellers the Purchase Price Holdback Payment Amount in CHF by wire transfer, accordance with value as of the Closing Date and for same day receipt, in immediately available funds to one or more bank accounts designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date;
(d) the Seller shall deliver to the Purchaser the share certificates representing the Shares, duly endorsed in blank;
(e) the Seller shall deliver to the Purchaser an extract of the minutes of a resolution of the board of directors of the Company approving the transfer of the Shares to the Purchaser and the entry of the Purchaser in the share register of the Company as of the Closing Dateclause 3.5.3;
(f) the Seller Purchaser shall deliver pay to PlusServer GmbH the Purchaser the share register of the Company H Loan Note PlusServer Amount in which the Purchaser is registered as the sole shareholder of the Company as of the Closing Dateaccordance with clause 3.5.4;
(g) the Seller Purchaser shall deliver pay to the Purchaser resignation letters of Sellers the members of the board of directors of the Company and of Winterthur Life as specified Share Purchase Price together with any Increase Amount in Schedule 4.2(g), by which such persons (i) resign from such boards of directors (or other governing bodies, as applicable) and (ii) waive any rights and declare to have no claims towards any Business Entity of the Winterthur Group in connection accordance with their membership in the respective boards of directors (or other governing bodies, as applicable)clause 3.5.2;
(h) the Purchaser shall deliver pay to the Seller a certified extract from Ordinary Loan Note Holders the resolutions of the shareholders' meeting of the Company and of Winterthur Life substantially Ordinary Loan Note Purchase Price in the form attached hereto as Schedule 4.2(h) granting unconditional discharge to all former members of the board of directors of the Company, Winterthur Life and the Current Winterthur Group Executive Board in connection accordance with their acts or omissions as directors and executive officers of the Company and of Winterthur Life during the period ending with the Closing Dateclause 3.5.2;
(i) the Purchaser shall procure the full repayment on behalf of Finso, or cause Finso to fully repay, the Finso Loan pay to the Seller's Guernsey Branch by way of payment of (aa) Cinven Sellers the Principal Finso H Loan Amount and the (bb) Accrued Finso Interest, Note Interest in each case in GBP by wire transfer, accordance with value as of the Closing Date and for same day receipt, in immediately available funds to a bank account designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date; andclause 3.5.2;
(j) following receipt of the Total Facilities Repayment Amount, the Sellers shall confirm receipt of the Total Facilities Repayment Amount by the Facility Agent in writing to the Purchaser;
(k) following receipt of the Holdback Payment Amount, the Sellers shall confirm receipt ot the Holdback Payment Amount by the Indigo Sellers in writing to the Purchaser;
(l) following receipt of the H Loan Note PlusServer Amount, the Sellers shall procure that PlusServer GmbH confirm such receipt in writing to the Purchaser and the Sellers;
(m) following (i) receipt of the Share Purchase Price, (ii) receipt of the Ordinary Loan Note Purchase Price and (iii) receipt of the H Loan Note Interest, the Sellers’ Representative (on behalf of the Sellers and the Loan Note Holders) shall confirm such receipts in writing to the Purchaser;
(n) each Seller shall deliver to the Purchaser a confirmation (i) duly executed share transfer forms in respect of its HEG-Shares and (ii) the share certificates relating to its HEG-Shares in respect of which certificates were issued or are required by law to be issued in accordance with clause 2.3;
(o) each Loan Note Holder shall deliver to the purchaser duly executed loan note transfer forms regarding the transfer of the Loan Notes from the Seller's Guernsey Branch Loan Note Holders to the Purchaser in accordance with clause 2.3; and
(p) the Sellers (represented by the Sellers’ Representative) and the Purchaser shall execute a closing protocol confirming the fulfilment of all of the Closing Conditions and the due performance or waiver, as the case may be, of the Closing Actions pursuant to clauses 6.2.1(a) through (o) above substantially in the form attached hereto as Schedule 4.2(j) confirming to set out in Exhibit 6.2.1(p).
6.2.2 All Closing Actions may be waived, in full or in part, at any time by written agreement of the Company and Finso that all amounts owed under Sellers’ Representative (on behalf of the Finso Loan Sellers and the Finso Guarantee, including the Principal Finso Loan Amount, the Accrued Finso Interest and all interest, break cost, fees, commission and any other amounts owed under the Finso Loan Note Holders) and the Finso Guarantee have been discharged in full and that the Company and Finso are fully and finally released from all obligations thereunder, respectivelyPurchaser.
Appears in 1 contract
Closing Actions. Concurrently with On the Scheduled Closing Date, and in exchange for subject to the closing actions Seller having delivered to the Purchaser the Total Purchase Price Notification, the Bank Repayment Amount Notification and a pdf-copy of the other Partyexecuted Release Letter in accordance with this Agreement, the Seller and the Purchaser (as the case may be) shall take, or cause to be taken, the following closing actions shall occur in concurrently (Zug um Zug) (the sequence of the alphabetic order of paragraphs (a) to (j) below:“Closing Actions”):
(a) the Purchaser shall deliver evidence reasonably satisfactory to the Seller that, subject to Section 3.2, all Material Merger Control Clearances have been obtained or the respective waiting periods have expired without a reaction from the relevant competition authority in accordance with Section 3.1(a);
(b) the Purchaser shall deliver evidence reasonably satisfactory to the Seller that, subject to Section 3.2, all Regulatory Filings and Approvals have been obtained, respectively made, in accordance with Section 3.1(b) (including the pre-approval from FOPI of the purchase of the Shares by the Purchaser);
(c) the Purchaser shall pay to the Seller the Purchase Price in CHF by wire transfer, with value as of the Closing Date and for same day receipt, in immediately available funds to one or more bank accounts designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day Unless this has already occurred prior to the Scheduled Closing Date;
(d) the Seller shall deliver to the Purchaser the share certificates representing the Shares, duly endorsed in blank;
(e) the Seller shall deliver to the Purchaser an extract of the minutes of a resolution of the board of directors of the Company approving the transfer of the Shares to the Purchaser and the entry of the Purchaser in the share register of the Company as of the Closing Date;
(f) the Seller shall deliver to the Purchaser the share register of the Company in which the Purchaser is registered as the sole shareholder of the Company as of the Closing Date;
(g) the Seller shall deliver to the Purchaser resignation letters of the members of the board of directors of the Company and of Winterthur Life as specified in Schedule 4.2(g), by which such persons (i) resign from such boards of directors (or other governing bodies, as applicable) and (ii) waive any rights and declare to have no claims towards any Business Entity of the Winterthur Group in connection with their membership in the respective boards of directors (or other governing bodies, as applicable);
(h) the Purchaser shall deliver to the Seller a certified extract from the resolutions of the shareholders' meeting of the Company and of Winterthur Life substantially in the form attached hereto as Schedule 4.2(h) granting unconditional discharge to all former members of the board of directors of the Company, Winterthur Life and the Current Winterthur Group Executive Board in connection with their acts or omissions as directors and executive officers of the Company and of Winterthur Life during the period ending with the Closing Date;
(i) the Purchaser shall procure the full repayment on behalf of Finso, or cause Finso to fully repay, the Finso Loan to the Seller's Guernsey Branch by way of payment of (aa) the Principal Finso Loan Amount and the (bb) Accrued Finso Interest, in each case in GBP by wire transfer, with value as of the Closing Date and for same day receipt, in immediately available funds to a bank account designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date; and
(j) the Seller shall deliver to the Purchaser a confirmation from copy of the Paying Agent Agreement in written form executed by all parties thereto other than the Purchaser;
(b) The Purchaser shall pay an amount equal to the Total Purchase Price into the Seller's Guernsey Branch substantially in the form attached hereto as Schedule 4.2(j) confirming ’s Account and such amount shall be credited to the Company and Finso that all amounts owed under Seller’s Account;
(c) The Purchaser shall pay an amount equal to the Finso Loan Bank Repayment Amount on behalf of the relevant Group Companies into the Finance Parties’ Bank Account and the Finso Guarantee, including Bank Repayment Amount shall be finally credited to the Principal Finso Finance Parties’ Account;
(d) The Seller shall deliver to the Purchaser a copy of the executed Upstream Loan Amount, Termination Agreement;
(e) The Seller shall deliver to the Accrued Finso Interest Purchaser copies of the executed Advisory Board Termination Documentation; and
(f) The Purchaser shall deliver to the Seller evidence that any directors & officers insurance which existed up and all interest, break cost, fees, commission until the Scheduled Closing Date for the benefit of any Indemnified Person has been updated for a run-off period of six (6) years following Closing in a way to secure that potential claims against an Indemnified Person based on acts or omissions up to and any other amounts owed under the Finso Loan until Closing are covered in accordance and the Finso Guarantee have been discharged in full and that the Company and Finso are fully and finally released from all obligations thereunder, respectivelysubject to Section 14.1(b).
Appears in 1 contract
Closing Actions. Concurrently with On the Targeted Closing Date, the Sellers and in exchange for the closing actions of Purchaser (as the other Partycase may be) shall take, or cause to be taken, the following closing actions shall occur and in the sequence of following order (collectively the alphabetic order of paragraphs (a) to (j) below:“Closing Actions” and each a “Closing Action”):
(a) The Sellers shall deliver to the Purchaser originals of the executed new employment agreements between the Company and the employees of the Company identified on Exhibit 6.2.1
(a) 1 (the “Key Employees”) in the form of the final drafts attached hereto as Exhibit 6.2.1(a)-2 (the “Key Employee Agreements”). For the avoidance of doubt, the new managing director’s service agreement with Seller 2 shall deliver evidence reasonably satisfactory only be executed and delivered to the Seller that, subject to Purchaser following the execution of the shareholders’ resolution mentioned in Section 3.2, all Material Merger Control Clearances have been obtained or the respective waiting periods have expired without a reaction from the relevant competition authority in accordance with Section 3.1(a6.2.1(n);.
(b) The Sellers shall deliver to the Purchaser shall deliver evidence reasonably satisfactory to executed original versions of confirmations of each Seller, stating that (i) any and all receivables and claims of any Seller against the Seller thatCompany, subject to Section 3.2regardless of the legal cause, all Regulatory Filings (such receivables and Approvals claims together the “Shareholder Receivables”) have been obtained, respectively made, in accordance with Section 3.1(b) (including the pre-approval from FOPI of the purchase of the Shares satisfied by the PurchaserCompany in full and that (ii) they waive any further claims they may have against the Company whatsoever, except for potential claims incurred post-Closing under the Related Party Agreements to which they are a party; each as set forth on Exhibit 6.2.1(b);.
(c) the Purchaser shall pay to the Seller the Purchase Price in CHF by wire transfer, with value as of the Closing Date and for same day receipt, in immediately available funds to one or more bank accounts designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date;
(d) the Seller The Sellers shall deliver to the Purchaser the share certificates representing executed original of the Sharesconfirmation by IBA GmbH (“IBA”) a final draft of which is attached hereto as Exhibit 6.2.1(c), duly endorsed in blank;stating that (i) IBA has received all outstanding amounts under the loan granted to the Company under the loan agreement dated 1 January 2011 (the “IBA Loan”), (ii) any collateral securing the IBA Loan (if any) has been released and that (iii) IBA does not hold any further claims against the Company whatsoever, except for claims resulting from the Related Party Agreements to which IBA is a party.
(ed) the Seller The Sellers shall deliver to the Purchaser an extract executed original versions of the minutes of a resolution of the board of directors of the Company approving the transfer of the Shares to the Purchaser Amendment, Assumption and the entry of the Purchaser in the share register of the Company as of the Closing Date;Release Agreements.
(fe) the Seller The Sellers shall deliver to the Purchaser the share register complete and executed original versions of (i) an accredited investor questionnaire and (ii) an underwriter lockup agreement, (i) and (ii) each in the form of the Company final drafts attached hereto as Exhibit 6.2.1(e) ((i) and (ii) together the “Investor Documentation”).
(f) The Sellers shall deliver to the Purchaser, for each Phantom Stockholder, the complete and executed original versions of (i) an investment representation agreement and (ii) an underwriter lockup agreement, (i) and (ii) each in which the Purchaser is registered as the sole shareholder form of the Company respective final draft attached hereto as of Exhibit 6.2.1(f) ((i) and (ii) together the Closing Date;“Phantom Stockholder Documentation”).
(g) the Seller The Sellers shall deliver to the Purchaser resignation letters the executed original of the members confirmation a copy of which is attached hereto as Exhibit 6.2.1(g), stating that that the board of directors of loans granted to Epomedics GmbH under loan agreements dated 10 March 2014 and 1 July 2014 have been repaid to the Company and of Winterthur Life as specified in Schedule 4.2(gfull (including any interest accrued thereon), by which such persons (i) resign from such boards of directors (or other governing bodies, as applicable) and (ii) waive any rights and declare to have no claims towards any Business Entity of the Winterthur Group in connection with their membership in the respective boards of directors (or other governing bodies, as applicable);.
(h) the Purchaser shall deliver to the Seller a certified extract from the resolutions of the shareholders' meeting of the Company and of Winterthur Life substantially in the form attached hereto as Schedule 4.2(h) granting unconditional discharge to all former members of the board of directors of the Company, Winterthur Life and the Current Winterthur Group Executive Board in connection with their acts or omissions as directors and executive officers of the Company and of Winterthur Life during the period ending with the Closing Date;
(i) the Purchaser shall procure the full repayment on behalf of Finso, or cause Finso to fully repay, the Finso Loan to the Seller's Guernsey Branch by way of payment of (aa) the Principal Finso Loan Amount and the (bb) Accrued Finso Interest, in each case in GBP by wire transfer, with value as of the Closing Date and for same day receipt, in immediately available funds to a bank account designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date; and
(j) the Seller The Sellers shall deliver to the Purchaser a confirmation from the Seller's Guernsey Branch substantially complete and executed original versions of the termination agreements and the termination letter, copies of which are attached hereto as Exhibit 6.2.1(h)-1 (the “Termination Agreements”), reflecting the termination of the employment relationship between the Company and the employees listed on Exhibit 6.2.1(h)-2.
(i) [Intentionally left blank]
(j) The Sellers shall deliver to the Purchaser the complete and executed original version of the amendment agreements regarding the existing [***] between the Company and IBA in the form of the final drafts attached hereto as Schedule 4.2(jExhibit 6.2.1(j).
(k) confirming The Sellers shall deliver to the Purchaser the complete and executed original version of the amendment agreement regarding the existing [***] in the form of the final draft attached hereto as Exhibit 6.2.1(k).
(l) The Sellers shall deliver to the Purchaser the executed original of a confirmation of [***] in the form of the final draft attached hereto as Exhibit 6.2.1(l), stating that [***] does not hold any claims against the Company whatsoever, except for claims resulting from the new agreement to be entered into in accordance with Section 6.2.1(k).
(m) The Sellers shall deliver to the Purchaser the complete and Finso that all amounts owed under executed original version of the Finso Loan supply agreement in the form of the final draft attached hereto as Exhibit 6.2.1(m). [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(n) The Sellers and the Finso GuaranteePurchaser shall pass a shareholders’ resolution, including a final draft of which is attached hereto as Exhibit 6.2.1(n), according to which all members of the Principal Finso Loan Amountmanagement board and the advisory board of the Company (with the exception of Seller 2 who will remain to be managing director of the Company following Closing) will be removed with immediate effect and ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ will be appointed as an additional managing director of the Company. The Sellers and the Purchaser shall execute the new managing director’s service agreement between the Company with Seller 2 in the form of the final draft attached hereto as part of Exhibit 6.2.1(a) and an executed version shall be delivered to Purchaser.
(o) The Sellers shall deliver to the Purchaser the complete and executed original version of the option agreement relating to [***] in the form of the final draft attached hereto as Exhibit 6.2.1(o).
(p) Seller 2 shall hand over the original of the termination letter, a draft of which is attached hereto as Exhibit 6.2.1(p), to the Notary with the instruction to courier such letter to the addressee named therein upon the Notary’s receipt of the executed Closing Confirmation.
(q) The Purchaser shall pay the Sellers’ Cash Purchase Price Portion to the Sellers’ Account in accordance with Sections 4.3.5(a) and 5.1.
(r) The Purchaser shall issue to each Seller and each Phantom Stockholder, and reflected in book-entry form for the account of each Seller and each Phantom Stockholder in the records of Purchaser’s stock transfer agent, the Accrued Finso Interest shares of Purchaser’s Common Stock provided in accordance with Sections 4.1.1(a) and all interest, break cost, fees, commission and any other amounts owed under the Finso Loan and the Finso Guarantee have been discharged in full and that the Company and Finso are fully and finally released from all obligations thereunder, respectively4.3.2 through 4.3.3.
Appears in 1 contract
Sources: Share Purchase Agreement
Closing Actions. Concurrently with and in exchange for On the closing actions Closing Date, each of the other Partyfollowing events shall take place simultaneously. Closing shall not be deemed to occur unless all the actions set out below in this Clause 6.2 have been completed:
6.2.1 The Company and the Sellers shall deliver the Updated Disclosure Letter, if any, to the Purchaser;
6.2.2 The Purchaser shall provide, and cause the Purchaser Nominee to provide, to their respective banks, irrevocable wire transfer instructions for effecting the following closing actions shall occur in the sequence of the alphabetic order of paragraphs (a) to (j) belowtransfers:
(a) Transfer of their respective portions of the Purchaser shall deliver evidence reasonably satisfactory Seller 1 Purchase Consideration to the bank account designated by Seller that, subject to Section 3.2, all Material Merger Control Clearances have been obtained or the respective waiting periods have expired without a reaction from the relevant competition authority 1 in accordance with Section 3.1(a);Clause 3.2; and
(b) the Purchaser shall deliver evidence reasonably satisfactory Transfer of Seller 2 Purchase Consideration to the bank account designated by Seller that, subject to Section 3.2, all Regulatory Filings and Approvals have been obtained, respectively made, 2 in accordance with Section 3.1(b) (including the pre-approval from FOPI Clause 3.2. The Purchaser shall provide a copy of the purchase aforementioned instructions along with the acknowledgement, including a copy of MT-101/MT-103 SWIFT or equivalent details to enable the Sellers to track the remittance;
6.2.3 Simultaneous with the delivery of the Shares by irrevocable wire transfer instructions and a copy of MT-101/MT-103 SWIFT or equivalent details to enable the Purchaser);
(c) Sellers to track the Purchaser shall pay to the Seller the Purchase Price in CHF by wire transferremittance, with value as each of the Closing Date and for same day receipt, in immediately available funds to one or more bank accounts designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date;
(d) the Seller Sellers shall deliver to the Purchaser the duly executed share transfer forms and original share certificates representing the Shares, duly endorsed in blank;
(e) the Seller shall deliver to the Purchaser an extract respect of the minutes of a resolution of the board of directors of the Company approving the transfer of the their respective Sale Shares to the Purchaser and the entry Purchaser Nominee;
6.2.4 Each of the Purchaser directors on the Board (“Resigning Directors”) shall have tendered their resignation, in the share register format as provided in Schedule IV (Format of Resignation Letter) which resignation shall be effective from the Closing;
6.2.5 The Company shall conduct a Board meeting (“Closing Date Board Meeting”) at which there shall be passed a resolution to:
(a) approve/record the transfer of the Company as Sale Shares from each of the Closing Date;
(f) the Seller shall deliver Sellers to the Purchaser the share register of the Company in which and the Purchaser is registered as the sole shareholder of the Company as of the Closing DateNominee;
(g) the Seller shall deliver to the Purchaser resignation letters of the members of the board of directors of the Company and of Winterthur Life as specified in Schedule 4.2(g), by which such persons (i) resign from such boards of directors (or other governing bodies, as applicable) and (ii) waive any rights and declare to have no claims towards any Business Entity of the Winterthur Group in connection with their membership in the respective boards of directors (or other governing bodies, as applicable);
(h) the Purchaser shall deliver to the Seller a certified extract from the resolutions of the shareholders' meeting of the Company and of Winterthur Life substantially in the form attached hereto as Schedule 4.2(h) granting unconditional discharge to all former members of the board of directors of the Company, Winterthur Life and the Current Winterthur Group Executive Board in connection with their acts or omissions as directors and executive officers of the Company and of Winterthur Life during the period ending with the Closing Date;
(i) the Purchaser shall procure the full repayment on behalf of Finso, or cause Finso to fully repay, the Finso Loan to the Seller's Guernsey Branch by way of payment of (aa) the Principal Finso Loan Amount and the (bb) Accrued Finso Interest, in each case in GBP by wire transfer, with value as of the Closing Date and for same day receipt, in immediately available funds to a bank account designated by the Seller in writing no later than by close of business (Zurich) on the 3rd (third) Business Day prior to the Closing Date; and
(j) the Seller shall deliver to the Purchaser a confirmation from the Seller's Guernsey Branch substantially in the form attached hereto as Schedule 4.2(j) confirming to the Company and Finso that all amounts owed under the Finso Loan and the Finso Guarantee, including the Principal Finso Loan Amount, the Accrued Finso Interest and all interest, break cost, fees, commission and any other amounts owed under the Finso Loan and the Finso Guarantee have been discharged in full and that the Company and Finso are fully and finally released from all obligations thereunder, respectively.
Appears in 1 contract
Sources: Share Purchase Agreement (Akorn Inc)