Actions by Sellers. Each Seller agrees that, notwithstanding the foregoing, at the request of Purchaser or the Sellers’ Representative, such Seller shall take all actions necessary or appropriate to consummate the transaction contemplated hereby (including delivery of such Seller’s Shares and acceptance of the purchase price therefor) individually on such Seller’s own behalf, and delivery of any other documents required of the Sellers pursuant to the terms hereof.
Actions by Sellers. Any action or decision to be taken or made by Sellers in this Agreement shall be taken or made upon the approval of a Required Consent, and upon such approval such action or decision shall be binding upon all of the Sellers.
Actions by Sellers. At the Closing:
Actions by Sellers. THE COMPANIES AND BUYER PRIOR TO THE CLOSING................................. 53 11.1
Actions by Sellers. THE COMPANIES AND ------------------------------------- BUYER PRIOR TO THE CLOSING -------------------------- Sellers, the Companies and Buyer, unless otherwise stated, covenant as follows for the period from the date hereof through the Closing Date:
Actions by Sellers. Where any provision of this Agreement indicates that the Company will take any specified action (or refrain from taking any specified action) or requires the Company to take any specified action (or to refrain from taking any specified action), then, regardless of whether this Agreement specifically provides that Sellers will do so, Sellers shall cause the Company to take such action (or to refrain from taking such action, as applicable). Sellers will be responsible for the failure of the Company to take any such action (or to refrain from taking any such action, as applicable).
Actions by Sellers. The Sellers agree to, immediately after the Trademarks Closing Date, take all actions for purposes of: (i) the completion of the Corporate Reorganization described in Section 8.2.1, (ii) the request for the licenses and permits described in Section 11.1, and (iii) the obtainment of the ICMS Incentive described in Section 8.2.7. [initials] [initials] [initials] [initials] [initials]
14.2.1. For purposes of this Section 14.2, Seller shall provide periodic updates (every thirty (30) days) to Buyer on the current status of the actions taken in connection with Section 14.2.
Actions by Sellers. At the Closing, Sellers shall deliver or cause to be delivered or made available to Purchasers the following:
(a) certificates representing the Shares (other than the Norfin Shares, which shall be delivered to the Hold-Back Agent pursuant to the Norfin Hold-Back Agreement), duly endorsed in blank where necessary (or, to the extent the Shares are uncertificated, valid assignments in writing relating to the Shares), together with all transfer certificates, board resolutions and any other documents which are required for Luxco to become an unrestricted shareholder in respect of the Shares;
(b) all qualifying shares (Pflichtaktien) in the Subsidiaries (including, without limitation, the minority shares in Marker International GmbH) that are held by or to the order or on the instructions of CTS, or that are held by any of the Sellers or any Persons acting on their behalf or related to them, to Persons designated by Luxco;
(c) letters of resignation duly executed by all members of the boards of directors of the Marker Group Companies pursuant to art. VII;
(d) validly executed Ancillary Documents, duly executed by the relevant parties thereto;
(e) validly executed agreements transferring or terminating any commitments, guarantees or similar third party undertakings pursuant to art. VIII.C, if any;
(f) a deed of assignment executed by Xxxxxx and Norfin, respectively substantially in the form attached hereto as Schedule III.C.1, transferring the Loans to Cayco;
(g) a deed of release relating to the matters set forth in art. III.B.2(h);
(h) releases executed by each Seller irrevocably and unconditionally releasing and acquitting, as of the Closing Date, the Marker Group Companies from any and all obligations to Sellers (other than obligations pursuant to the Tecnica Distribution Agreements and the AthleticSkiing Agreement substantially in the form attached hereto as Schedule III.C.1. In addition to the above, at the Closing Date, Norfin shall deliver or cause to be delivered the Norfin Shares to the Hold-Back Agent, duly endorsed in blank where necessary (or, to the extent the Norfin Shares are uncertificated, valid assignments in writing relating to the Norfin Shares), it being understood that the Norfin Shares shall continue to be held for the account of Norfin until the Second Closing Date.
Actions by Sellers. At the Pre-Closing:
a) The Investment Shareholders shall assign and transfer the Tuscany Shares to Buyer (with such assignment and transfer to become effective as of the Closing Date) by delivering to an escrow agent (the “Pre-Closing Escrow Agent”) under the provisions of the respective agreement (the “Pre-Closing Escrow Agreement”) the shares certificates, representing 100 per cent of the share capital of Tuscany, endorsed in blank where necessary (or, to the extent such shares are not certificated, valid assignments in writing relating to such shares), free and clear of any Security Interest or other third party rights;
b) the Management Shareholder shall assign and transfer the CLSH Shares to Buyer (with such assignment and transfer to become effective as of the Closing Date) by delivering to Pre-Closing Escrow Agent the shares certificates, representing the CLSH Shares , endorsed in blank where necessary (or, to the extent such shares are not certificated, valid assignments in writing relating to such shares), free and clear of any Security Interest or other third party rights;
c) Sellers shall deliver to Buyer originals of all corporate actions required under applicable law and the articles of incorporation of each of the Target Companies to approve the transfer of the Shares from the Sellers to Buyer and the entry of Buyer in the respective share register of the Target Companies as a shareholder with voting rights with respect to the respective Shares with effect as of Closing Date;
d) Sellers shall deliver to Buyer any power of attorney pursuant to which any of the Shares transfers described in this Section 3.3.1 are executed as of the Closing Date or any other evidence reasonably satisfactory to the Buyer of the binding authority of any person signing any of the documents described in this Section 3.3.1 on behalf of the Sellers;
e) Sellers shall deliver to Buyer a duly executed resignation letter from each member of the board of directors and the statutory auditor of the Target Companies and CLS Communication AG, Opfikon (except for Xx. Xxxxxxxx Xxxxxx who will remain in office), pursuant to which such member or the statutory auditor, as the case may be, declares its resignation with effect as of the Closing Date as a member of the board of directors or statutory auditor, as applicable. In these letters, the resigning member of the board of directors or statutory auditor shall confirm that there are no outstanding claims as of the Pre-Closing Date...
Actions by Sellers. Where any provision of this Agreement indicates that either Seller shall take any specified action (or refrain from taking any specified action) or requires either Seller to take any specified action (or to refrain from taking any specified action), then, Sellers shall cause such Seller to take such action (or to refrain from taking such action, as applicable). Whenever any provision of this Agreement refers to the knowledge or an obligation or liability of Sellers, such provision shall be deemed to refer to the knowledge, obligation or liability or either Seller, individually, or both Sellers, collectively, jointly, or severally.
