At Completion. (a) the Purchaser shall pay to the Seller by way of electronic transfer (for same day value) to the Seller’s Account an amount equal to £1.00 in payment of the Seller Consideration; (b) the Purchaser shall procure that the relevant Target Companies pay to the Seller by way of electronic transfer (for same day value) to the Seller’s Account an aggregate amount equal to the Net Equity Value less £1.00 in full repayment of the Shareholder Loan Amount or the Adjusted Shareholder Loan Amount (as the case may be) (net of any withholding or deduction required by law but subject always to clauses 5.12 to 5.17)(the “Shareholder Loan Repayment Amount”), and: (i) the Seller hereby agrees and undertakes to the Purchaser and AMC to apply (from the Shareholder Loan Repayment Amount received under clause 6.2(b)) an amount equal to the Equity Amount by way of subscription for the issue of the Consideration Shares; and (ii) AMC shall deliver evidence, in form and substance reasonably satisfactory to the Seller, (A) of the issuance to the Seller of the Consideration Shares; and (B) that the Consideration Shares have been authorized for listing on NYSE, subject to official notice of issuance; provided, however that notwithstanding the foregoing, if the number of Consideration Shares to be delivered at Completion would require AMC to obtain stockholder approval prior to such issuance under applicable rules of the NYSE, then the number of Consideration Shares AMC is required to issue shall be reduced to the highest number that would not require AMC to obtain stockholder approval for issuance (the “Delivered Shares”) and AMC shall deliver to the Seller an amount of cash equal to the product of (A) the difference between the number of Consideration Shares that would otherwise be required to be delivered at Completion were it not for this proviso and the Delivered Shares and (B) the sterling denominated VWAP of the Class A Common Stock over the twenty (20) consecutive trading days prior to the Completion Statement Date, with the VWAP converted from US dollars to sterling using the exchange rate on each of those twenty (20) consecutive trading days as published in the London Financial Times, and the parties agree that the Shareholder Loan Repayment Amount and the amount payable by the Seller to AMC under this clause 6.2(b)(i) shall be netted off against the other such that the Purchaser shall only be required to procure that the net amount (that is, the Shareholder Loan Repayment Amount less the Equity Amount) is paid to the Seller, and the Seller shall not be obliged to pay the Equity Amount to AMC; (c) the Purchaser shall procure that there is paid to the Seller’s Solicitors Account, on behalf of the Seller and the Company, by way of electronic transfer (for same day value) an amount equal to the Transaction Fees which are unpaid as at the Completion Date (as set out in the Completion Statement) and the Seller and the Company shall direct the Seller’s Solicitors to undertake further payments of such amount to such persons as may be necessary to settle the obligations of the Target Group to pay such Transaction Fees in connection with the Proposed Transaction; (d) the Purchaser shall for and on behalf of the Company, procure that there is paid to the Managers’ Solicitors by way of electronic transfer (for same day value) to the Managers’ Solicitors’ Account an amount equal to fifty per cent (50%) of the Management Consideration; (e) the Purchaser shall procure that there is paid to the Target Group by way of electronic transfer (for same day value) to the Target Group’s Account an amount equal to the aggregate of the Senior Cash LTIP Payment, the Junior Cash LTIP Payment and the Employee Transaction Bonuses in each case as set out in the Completion Statement, and the Purchaser undertakes to the Management Shareholders (for themselves and on behalf of the persons entitled to receive such payments) to procure that the Target Group: (i) pays the Junior Cash LTIP Payment and the Employee Transaction Bonuses (in each case net of employer and employee deductions required by law in respect of tax and any other national insurance or social security contributions) to the persons entitled to receive such payments not later than three (3) months after the Completion Date; and (ii) pays the Senior Cash LTIP Payment (net of employer and employee deductions required by law in respect of tax and any other national insurance or social security contributions) to the Management Shareholders within one (1) month of the Completion Date; (f) the Purchaser shall for and on behalf of the Company pay or procure that there is paid to the Escrow Agent by way of electronic transfer (for same day value) to the Management Escrow Account an amount equal to fifty per cent (50%) of the Management Consideration; and (g) the Seller shall deliver to the Purchaser: (i) duly executed transfers in the name of the Purchaser in respect of the Seller Shares; (ii) the share certificates relating to the Seller Shares or an indemnity in respect of any lost share certificates; (iii) the resignation in the agreed form of each of Xxxxxx Xxxx, Xxxxxx Xxxxxx, Xxxxxxx Xxxxxx and Xxxxx Xxxxxxxxxx as directors of the Company; (iv) the Waiver Letter; (v) a letter from the Company to SubCo confirming that the “Initial Invested Amount” as defined in the SubCo articles of association is £281,400,000; (vi) a power of attorney in the agreed form executed by or on behalf of the Seller to enable the Purchaser to exercise all voting and other rights attached to the Seller Shares pending registration of the transfer thereof; and (vii) each document held by the Seller pursuant to clause 5.7 (unless the same has been received by the Purchaser directly from the Management Shareholders or the Seller’s Solicitors).
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Amc Entertainment Holdings, Inc.)
At Completion. (a) the Purchaser Premier Farnell shall pay procure that:
12.4.1 there are delivered to the Seller by way of electronic UK Purchaser or Arrow's Solicitors:
(A) a duly executed transfer (for same day value) to the Seller’s Account an amount equal to £1.00 in payment UK Purchaser or its nominee of the Seller ConsiderationUK Shares, together with definitive share certificates for them or an indemnity in standard form any missing share certificates;
(b) the Purchaser shall procure that the relevant Target Companies pay to the Seller by way of electronic transfer (for same day value) to the Seller’s Account an aggregate amount equal to the Net Equity Value less £1.00 in full repayment of the Shareholder Loan Amount or the Adjusted Shareholder Loan Amount (as the case may be) (net of any withholding or deduction required by law but subject always to clauses 5.12 to 5.17)(the “Shareholder Loan Repayment Amount”), and:
(i) the Seller hereby agrees and undertakes to the Purchaser and AMC to apply (from the Shareholder Loan Repayment Amount received under clause 6.2(b)) an amount equal to the Equity Amount by way of subscription for the issue of the Consideration Shares; and
(ii) AMC shall deliver evidence, in form and substance reasonably satisfactory to the Seller, (A) of the issuance to the Seller of the Consideration Shares; and (B) that the Consideration Shares have been authorized for listing on NYSE, subject to official notice any power of issuance; provided, however that notwithstanding the foregoing, if the number of Consideration Shares attorney under which any document to be delivered at Completion would require AMC executed pursuant to obtain stockholder approval prior to such issuance under applicable rules of the NYSE, then the number of Consideration Shares AMC this Agreement is required to issue shall be reduced to the highest number that would not require AMC to obtain stockholder approval for issuance (the “Delivered Shares”) and AMC shall deliver to the Seller an amount of cash equal to the product of (A) the difference between the number of Consideration Shares that would otherwise be required to be delivered at Completion were it not for this proviso and the Delivered Shares and (B) the sterling denominated VWAP of the Class A Common Stock over the twenty (20) consecutive trading days prior to the Completion Statement Date, with the VWAP converted from US dollars to sterling using the exchange rate on each of those twenty (20) consecutive trading days as published in the London Financial Times, and the parties agree that the Shareholder Loan Repayment Amount and the amount payable by the Seller to AMC under this clause 6.2(b)(i) shall be netted off against the other such that the Purchaser shall only be required to procure that the net amount (that is, the Shareholder Loan Repayment Amount less the Equity Amount) is paid to the Seller, and the Seller shall not be obliged to pay the Equity Amount to AMC;
(c) the Purchaser shall procure that there is paid to the Seller’s Solicitors Account, executed on behalf of the Seller and the Company, by way of electronic transfer (for same day value) an amount equal to the Transaction Fees which are unpaid as at the Completion Date (as set out in the Completion Statement) and the Seller and the Company shall direct the Seller’s Solicitors to undertake further payments of such amount to such persons as may be necessary to settle the obligations of the Target Group to pay such Transaction Fees in connection with the Proposed TransactionUK Vendor;
(dC) any waivers, consents or other documents required to vest in the UK Purchaser shall for and on behalf the full beneficial ownership of the Company, procure that there is paid to UK Shares and enable the Managers’ Solicitors by way of electronic transfer (for same day value) to the Managers’ Solicitors’ Account an amount equal to fifty per cent (50%) of the Management Consideration;
(e) the UK Purchaser shall procure that there is paid to the Target Group by way of electronic transfer (for same day value) to the Target Group’s Account an amount equal to the aggregate of the Senior Cash LTIP Payment, the Junior Cash LTIP Payment and the Employee Transaction Bonuses in each case as set out in the Completion Statement, and the Purchaser undertakes to the Management Shareholders (for themselves and on behalf of the persons entitled to receive such payments) to procure that the Target Group:
(i) pays the Junior Cash LTIP Payment and the Employee Transaction Bonuses (in each case net of employer and employee deductions required by law in respect of tax and any other national insurance or social security contributions) them to the persons entitled to receive such payments not later than three (3) months after the Completion Date; and
(ii) pays the Senior Cash LTIP Payment (net of employer and employee deductions required by law in respect of tax and any other national insurance or social security contributions) to the Management Shareholders within one (1) month of the Completion Date;
(f) the Purchaser shall for and on behalf of the Company pay or procure that there is paid to the Escrow Agent by way of electronic transfer (for same day value) to the Management Escrow Account an amount equal to fifty per cent (50%) of the Management Consideration; and
(g) the Seller shall deliver to the Purchaser:
(i) duly executed transfers be registered in the name of the UK Purchaser in respect of the Seller Sharesor its nominees;
(iiD) the Tax Deed duly executed by Premier Farnell;
(E) the certificate of incorporation, common seal, all statutory and minute books (which shall be written up to, but not including, the date of Completion) and share certificates certificate books of the UK Company together with all unused share certificate forms;
(F) all deeds and documents listed in Part VI of Schedule 6 relating to the Seller Shares or an indemnity in respect title of any lost share certificatesthe UK Company to each of the UK Properties;
(iiiG) the resignation in the agreed form written resignations of each of Xxxxxx Xxxx, Xxxxxx Xxxxxx, Hxxxxx Xxxxxxx and Axxxxx Xxxxxx and Xxxxx Xxxxxxxxxx any other Premier Farnell nominee directors as directors of the CompanyUK Company executed as a deed in the agreed terms and evidence that any loans outstanding to any such directors from any of the Companies or Businesses have been repaid;
(ivH) evidence reasonably satisfactory to Arrow that each guarantee given by any Company of any liability of (or otherwise for the Waiver Letterbenefit of) any member of the Retained Premier Farnell Group will be terminated or released with effect from Completion and each registrable charge to which any of the assets or undertakings of the UK Company or any of its subsidiaries is subject has been released or discharged;
(v) a letter from the Company to SubCo confirming that the “Initial Invested Amount” as defined in the SubCo articles of association is £281,400,000;
(viI) a power of attorney from the UK Vendor (and the holders of any nominee shares) in the agreed form terms relating to the exercise of rights in respect of the UK Shares pending their registration in the name of the UK Purchaser and/or its nominee;
(J) a notice of resignation of the existing auditors of the UK Company containing a statement that there are no circumstances connected with such resignation which the auditors consider should be brought to the attention of the members or creditors of the UK Company, in accordance with section 394 of the Companies Axx 0000;
(K) if the same have been previously completed, a certified copy of each of the Deeds of Assignment in the agreed terms relating to the Slough Properties, duly executed by the parties thereto;
(L) the Trade Mxxx Assignment and the Multicomp/ Multicomponent Agreement in the agreed terms duly executed by Premier Farnell;
(M) except as previously notified to Arrow's solicitors, original trade mxxx registration certificates for the trade marks which will be assigned pursuant to this Agreement or on behalf the Trade Mxxx Assignment;
12.4.2 the UK Vendor shall procure that the following business is transacted at meetings of the Seller to enable directors of the Purchaser to exercise all voting UK Company:
(A) the directors of the UK Company shall approve the transfers of the UK Shares for registration and other rights attached the entry of the transferee(s) in the register of members of the UK Company, in each case subject only to the Seller Shares pending registration transfers being subsequently presented duly stamped;
(B) the situation of the transfer thereofregistered office of the UK Company shall be changed to that nominated by the UK Purchaser (if any);
(C) all existing mandates for the operation of the bank accounts of the UK Company shall be revoked and new mandates issued giving authority to those persons nominated by Arrow if any are so nominated to Premier Farnell prior to Completion;
(D) any person nominated by Arrow for appointment as a director or the secretary of She UK Company shall be so appointed; and
(viiE) each document held by Ernst & Young shall be appointed to replace the Seller pursuant to clause 5.7 (unless existing auditors of the same has been received by the Purchaser directly from the Management Shareholders or the Seller’s Solicitors)UK Company .
Appears in 1 contract
At Completion. (a) the Purchaser shall pay to the Seller by way of electronic transfer and the Purchasers (for same day valueas applicable) to the Seller’s Account an amount equal to £1.00 in payment of the Seller Consideration;
(b) the Purchaser shall procure that the relevant Target Companies pay to following actions are taken in the Seller by way of electronic transfer (for same day value) to the Seller’s Account an aggregate amount equal to the Net Equity Value less £1.00 in full repayment of the Shareholder Loan Amount or the Adjusted Shareholder Loan Amount (as the case may be) (net of any withholding or deduction required by law but subject always to clauses 5.12 to 5.17)(the “Shareholder Loan Repayment Amount”), andfollowing sequence:
(i) the Seller hereby agrees and undertakes to the Purchaser and AMC to apply (from the Shareholder Loan Repayment Amount received under clause 6.2(b)) an amount equal to the Equity Amount by way of subscription for the issue of the Consideration Shares; and
(ii) AMC shall deliver evidence, in form and substance reasonably satisfactory to the Seller, (A) of the issuance to the Seller of the Consideration Shares; and (B) that the Consideration Shares have been authorized for listing on NYSE, subject to official notice of issuance; provided, however that notwithstanding the foregoing, if the number of Consideration Shares to be delivered at Completion would require AMC to obtain stockholder approval prior to such issuance under applicable rules of the NYSE, then the number of Consideration Shares AMC is required to issue shall be reduced to the highest number that would not require AMC to obtain stockholder approval for issuance (the “Delivered Shares”) and AMC shall deliver to the Seller an amount of cash equal to the product of (A) the difference between the number of Consideration Shares that would otherwise be required to be delivered at Completion were it not for this proviso and the Delivered Shares and (B) the sterling denominated VWAP of the Class A Common Stock over the twenty (20) consecutive trading days prior to the Completion Statement Date, with the VWAP converted from US dollars to sterling using the exchange rate on each of those twenty (20) consecutive trading days as published in the London Financial Times, and the parties agree that the Shareholder Loan Repayment Amount and the amount payable by the Seller to AMC under this clause 6.2(b)(i) shall be netted off against the other such that the Purchaser shall only be required to procure that the net amount (that is, the Shareholder Loan Repayment Amount less the Equity Amount) is paid to the Seller, and the Seller shall not be obliged to pay the Equity Amount to AMC;
(c) the Purchaser shall procure that there is paid to the Seller’s Solicitors Account, on behalf of the Seller and the Company, by way of electronic transfer (for same day value) an amount equal to the Transaction Fees which are unpaid as at the Completion Date (as set out in the Completion Statement) and the Seller and the Company shall direct the Seller’s Solicitors to undertake further payments of such amount to such persons as may be necessary to settle the obligations of the Target Group to pay such Transaction Fees in connection with the Proposed Transaction;
(d) the Purchaser shall for and on behalf of the Company, procure that there is paid to the Managers’ Solicitors by way of electronic transfer (for same day value) to the Managers’ Solicitors’ Account an amount equal to fifty per cent (50%) of the Management Consideration;
(e) the Purchaser shall procure that there is paid to the Target Group by way of electronic transfer (for same day value) to the Target Group’s Account an amount equal to the aggregate of the Senior Cash LTIP Payment, the Junior Cash LTIP Payment and the Employee Transaction Bonuses in each case as set out in the Completion Statement, and the Purchaser undertakes to the Management Shareholders (for themselves and on behalf of the persons entitled to receive such payments) to procure that the Target Group:
(i) pays the Junior Cash LTIP Payment and the Employee Transaction Bonuses (in each case net of employer and employee deductions required by law in respect of tax and any other national insurance or social security contributions) to the persons entitled to receive such payments not later than three (3) months after the Completion Date; and
(ii) pays the Senior Cash LTIP Payment (net of employer and employee deductions required by law in respect of tax and any other national insurance or social security contributions) to the Management Shareholders within one (1) month of the Completion Date;
(f) the Purchaser shall for and on behalf of the Company pay or procure that there is paid to the Escrow Agent by way of electronic transfer (for same day value) to the Management Escrow Account an amount equal to fifty per cent (50%) of the Management Consideration; and
(ga) the Seller shall deliver to the PurchaserPurchasers written evidence that any and all (i) Encumbrances over the Shares and the shares in the share capital of the Target Group Companies and any of the Transferred Properties, and (ii) right of pledge on the Business Intellectual Property have been finally and unconditionally released;
(b) the Seller shall deliver to the Purchasers written evidence that it has completed the Disentanglement actions set out in Schedule 4 (Disentanglement Completion Actions);
(c) the Parties will jointly procure the transfer of the remaining Deposit Amount (if any) in the Escrow Account (minus any fees payable to the Escrow Agent) to the Notary Account, with reference to “Project Orange”, which amount must be credited to the Notary Account (without any deduction whatsoever, whether for bank transmission charges or otherwise) no later than 11:00 AM CET on the Completion Date and with value on the Completion Date;
(d) the Purchasers shall transfer, or procure the transfer of, an amount equal to (i) the Estimated Purchase Price plus (ii) any amounts owed by the Purchasers pursuant to Clause 16.14.5 of this agreement or pursuant to Paragraph 10 of Schedule 9 (Tax), (such aggregate amount the “Completion Amount”) minus the remaining Deposit Amount transferred to the Notary Account pursuant to Clause 6.2.1(c) to the Notary Account, with reference to “Project Orange”, which amount must be credited to the Notary Account (without any deduction whatsoever, whether for bank transmission charges or otherwise) no later than 11:00 AM CET on the Completion Date and with value on the Completion Date. The Completion Amount shall be held by the Notary in accordance with the Notary Letter;
(e) the Notary will confirm that an amount equal to the Completion Amount has been received in the Notary Account;
(f) the Seller (or a member of the Seller’s Group, as applicable) and the relevant Target Group Company shall deliver executed copies of, or execute, the following Ancillary Agreements:
(i) duly executed transfers in the name of the Purchaser in respect of the Seller SharesIP Transfer and License Agreement;
(ii) the share certificates relating to the Seller Shares or an indemnity in respect of any lost share certificatesIP Sale and Purchase Agreement;
(iii) the resignation in Trademarks And Domain Names Sale Agreement;
(iv) the agreed form of each of Xxxxxx Xxxx, Xxxxxx Xxxxxx, Xxxxxxx Xxxxxx Manufacturing Services Agreement;
(v) the ITEC Equipment Support Services Agreement; and
(vi) the Transitional Services Agreement.
(g) the Company delivers to the Notary the original and Xxxxx Xxxxxxxxxx as directors up-to-date shareholders register of the Company;
(ivh) if applicable, the Waiver LetterSeller shall assign to the Purchasers the Shareholder Loan, the Purchasers shall accept this assignment and the Seller and the Purchasers shall procure that the Company acknowledges this assignment, the foregoing to be effected by execution of a deed of assignment by the Seller, the Purchasers and the Company;
(vi) a letter from the Seller, the Purchasers and the Company each deliver to SubCo confirming that the “Initial Invested Amount” as defined in Notary an executed and, to the SubCo articles extent required by the Notary, apostilled, power of association is £281,400,000attorney to execute the Deed of Transfer;
(vij) the Seller, the Purchasers and the Company deliver to the Notary a power of attorney written confirmation in the agreed form executed reasonably requested by or on behalf the Notary, instructing the Notary to transfer the Shares to the Purchasers;
(k) the Seller transfers to the Purchasers the Shares, the Purchasers accept the transfer, and the Company acknowledges the transfer, the foregoing to be effected by execution of the Seller to enable Deed of Transfer by the Purchaser to exercise all voting Seller, the Purchasers and other rights attached to the Seller Shares pending registration of Company before the transfer thereofNotary; and
(viil) each document held by the Seller pursuant Notary will give wire instruction for the transfer of the Completion Amount on the Completion Date to clause 5.7 (unless the same has been received by the Purchaser directly from the Management Shareholders or the Seller’s Solicitors)., in accordance with the Notary Letter. 24 / 52
Appears in 1 contract
Samples: Sale and Purchase Agreement
At Completion. (a) The Vendors hereby covenant that, at the Time of Completion, the Vendors shall and the Vendors shall cause the Company to: Evidence - Re: Representations and Warranties: Furnish the Purchaser shall pay with evidence, including certificates of the Vendors that the representations and warranties of the Vendors contained in this Agreement are true as at the Time of Completion, as though then made, and that the covenants of the Vendors to be complied with at or prior to the Seller by way Time of electronic transfer (for same day value) to Completion have been complied with; provided that the Seller’s Account an amount equal to £1.00 in payment receipt of such evidence and the Completion of the Seller Consideration;
(b) the Purchaser transaction contemplated herein shall procure that the relevant Target Companies pay to the Seller by way of electronic transfer (for same day value) to the Seller’s Account an aggregate amount equal to the Net Equity Value less £1.00 in full repayment not be a waiver of the Shareholder Loan Amount or representations, warranties and covenants of the Adjusted Shareholder Loan Amount (as the case may be) (net Vendors which are contained in this Agreement; Evidence of any withholding or deduction required by law but subject always to clauses 5.12 to 5.17)(the “Shareholder Loan Repayment Amount”), and:
(i) the Seller hereby agrees and undertakes Corporate Authorisation: Deliver to the Purchaser and AMC to apply (from the Shareholder Loan Repayment Amount received under clause 6.2(b)) an amount equal to the Equity Amount by way of subscription for the issue of the Consideration Shares; and
(ii) AMC shall deliver evidence, in form and substance reasonably evidence satisfactory to the SellerPurchaser's Solicitors that all necessary corporate authorisations authorising and approving the transactions contemplated herein have been obtained, (A) including, without limitations a resolution of the issuance directors of the Company consenting to the Seller transfer of the Consideration SharesPurchased Shares to the Purchaser; Deliver Share Certificates: Cause all necessary steps and (B) proceedings as may reasonably be approved by the Purchaser's Solicitors to be taken so that the Consideration Purchased Shares have been authorized may be properly transferred to the Purchaser at the Time of Completion and, in that regard, to deliver to the Purchaser at the Time of Completion certificates representing all of the Purchased Shares, such certificates being duly endorsed for listing on NYSEtransfer to the Purchaser, subject to official notice and cause transfers of issuance; provided, however that notwithstanding all the foregoing, if the number of Consideration Purchased Shares to be delivered at Completion would require AMC to obtain stockholder approval prior to such issuance under applicable rules of the NYSE, then the number of Consideration Shares AMC is required to issue shall be reduced to the highest number that would not require AMC to obtain stockholder approval for issuance (the “Delivered Shares”) duly and AMC shall deliver to the Seller an amount of cash equal to the product of (A) the difference between the number of Consideration Shares that would otherwise be required to be delivered at Completion were it not for this proviso and the Delivered Shares and (B) the sterling denominated VWAP of the Class A Common Stock over the twenty (20) consecutive trading days prior to the Completion Statement Date, with the VWAP converted from US dollars to sterling using the exchange rate on each of those twenty (20) consecutive trading days as published in the London Financial Times, and the parties agree that the Shareholder Loan Repayment Amount and the amount payable by the Seller to AMC under this clause 6.2(b)(i) shall be netted off against the other such that the Purchaser shall only be required to procure that the net amount (that is, the Shareholder Loan Repayment Amount less the Equity Amount) is paid to the Seller, and the Seller shall not be obliged to pay the Equity Amount to AMC;
(c) the Purchaser shall procure that there is paid to the Seller’s Solicitors Account, on behalf of the Seller and the Company, by way of electronic transfer (for same day value) an amount equal to the Transaction Fees which are unpaid as at the Completion Date (as set out in the Completion Statement) and the Seller and the Company shall direct the Seller’s Solicitors to undertake further payments of such amount to such persons as may be necessary to settle the obligations of the Target Group to pay such Transaction Fees in connection with the Proposed Transaction;
(d) the Purchaser shall for and on behalf of the Company, procure that there is paid to the Managers’ Solicitors by way of electronic transfer (for same day value) to the Managers’ Solicitors’ Account an amount equal to fifty per cent (50%) of the Management Consideration;
(e) the Purchaser shall procure that there is paid to the Target Group by way of electronic transfer (for same day value) to the Target Group’s Account an amount equal to the aggregate of the Senior Cash LTIP Payment, the Junior Cash LTIP Payment and the Employee Transaction Bonuses in each case as set out in the Completion Statement, and the Purchaser undertakes to the Management Shareholders (for themselves and on behalf of the persons entitled to receive such payments) to procure that the Target Group:
(i) pays the Junior Cash LTIP Payment and the Employee Transaction Bonuses (in each case net of employer and employee deductions required by law in respect of tax and any other national insurance or social security contributions) to the persons entitled to receive such payments not later than three (3) months after the Completion Date; and
(ii) pays the Senior Cash LTIP Payment (net of employer and employee deductions required by law in respect of tax and any other national insurance or social security contributions) to the Management Shareholders within one (1) month of the Completion Date;
(f) the Purchaser shall for and on behalf of the Company pay or procure that there is paid to the Escrow Agent by way of electronic transfer (for same day value) to the Management Escrow Account an amount equal to fifty per cent (50%) of the Management Consideration; and
(g) the Seller shall deliver to the Purchaser:
(i) duly executed transfers regularly recorded in the name of the Purchaser or as it may in respect writing direct; Deliver Resignations: Cause such directors and officers of the Seller Shares;
(ii) Company as the Purchaser may designate to resign in favour of nominees of the Purchaser; Deliver Corporate Records: Deliver and cause to be delivered to the Purchaser the corporate seal, minute book or minute books, share certificates certificates, share certificate books, share transfers, share register books, directors' registers and any and all documents, records, books, instruments and agreements of or pertaining or relating to the Seller Shares or an indemnity in respect of any lost share certificates;
(iii) Company and the resignation in the agreed form of each of Xxxxxx Xxxx, Xxxxxx Xxxxxx, Xxxxxxx Xxxxxx Business; and Xxxxx Xxxxxxxxxx as directors of the Company;
(iv) the Waiver Letter;
(v) a letter from Deliver Release: Deliver and cause to be delivered to the Company to SubCo confirming that the “Initial Invested Amount” as defined in the SubCo articles of association is £281,400,000;
(vi) a power of attorney in the agreed form executed by or on behalf of the Seller to enable and the Purchaser a full and final release by the Vendors and the Vendor Principal of all claims which they, or any party, with whom they do not deal at arm's length, now or in future might have against the Company including, without limitation, as to exercise all voting the entitlement to any outstanding wages, directors' fees, shareholder loans and other rights attached to the Seller Shares pending registration of the transfer thereof; and
(vii) each document held by the Seller pursuant to clause 5.7 (unless the same has been received by the Purchaser directly from the Management Shareholders or the Seller’s Solicitors)like payment obligations.
Appears in 1 contract
At Completion. (a) the Purchaser shall Buyers shall:
(i) pay the Closing Consideration, less
(A) the amount of the Estimated Intercompany Debt (expressed for this purpose as a positive number) if the Estimated Intercompany Debt is a net receivable by the Group Membersin cash and in full in accordance with Clause 3.3.
(ii) either, if the Estimated Intercompany Debt is:
(A) a net payable by the Group Members, procure that the Group Members pay the amount of the Estimated Intercompany Debt to the Seller Sellers’ Group in cash and in full by way wire transfer of electronic transfer immediately available funds to the Parent Seller’s Account; or
(for same day valueB) a net receivable by the Group Members, pay the amount of the Estimated Intercompany Debt which has been deducted from the Closing Consideration (pursuant to Clauses 3.3 and 6.2(a)(i)) to the Seller’s Account an amount equal relevant Group Members in cash and in full, in each case the relevant payment to £1.00 be in payment full satisfaction of the relevant amount of Estimated Intercompany Debt and all balances comprised within it; and
(iii) deliver to the Parent Seller Consideration;or the Sellers’ Solicitors a copy of each of the Economic Commitments Undertaking, Supplemental Disclosure Letter and the Tax Deed, duly executed by the Buyers and the Transitional Services Agreement duly executed by ESCO Technologies Inc.; and
(b) the Purchaser Parent Seller shall deliver, or procure that the relevant Target Companies pay delivery to the Seller by way of electronic transfer (for same day value) to the Seller’s Account an aggregate amount equal to the Net Equity Value less £1.00 in full repayment of the Shareholder Loan Amount Buyers or the Adjusted Shareholder Loan Amount (as the case may be) (net of any withholding or deduction required by law but subject always to clauses 5.12 to 5.17)(the “Shareholder Loan Repayment Amount”), andBuyers’ Solicitors of:
(i) a stock transfer form duly executed by UEL UK transferring the Seller hereby agrees and undertakes UK Shares to the Purchaser and AMC to apply (from UK Buyer together with the Shareholder Loan Repayment Amount received under clause 6.2(bshare certificate(s) representing the UK Shares, provided that if the Parent Seller cannot procure the delivery of such original certificate(s)) an amount equal , they shall instead procure the delivery to the Equity Amount by way UK Buyer of subscription for the issue of the Consideration Sharesan indemnity with respect to such certificate(s) in customary form; and
(ii) AMC shall deliver evidence, a power of attorney duly executed and delivered by UEL UK in the agreed form and substance reasonably satisfactory authorising the UK Buyer to exercise the voting rights attaching to the Seller, (A) of UK Shares pending the issuance to UK Buyer being registered as the Seller of the Consideration Shares; and (B) that the Consideration Shares have been authorized for listing on NYSE, subject to official notice of issuance; provided, however that notwithstanding the foregoing, if the number of Consideration Shares to be delivered at Completion would require AMC to obtain stockholder approval prior to such issuance under applicable rules of the NYSE, then the number of Consideration Shares AMC is required to issue shall be reduced to the highest number that would not require AMC to obtain stockholder approval for issuance (the “Delivered Shares”) and AMC shall deliver to the Seller an amount of cash equal to the product of (A) the difference between the number of Consideration Shares that would otherwise be required to be delivered at Completion were it not for this proviso and the Delivered Shares and (B) the sterling denominated VWAP of the Class A Common Stock over the twenty (20) consecutive trading days prior to the Completion Statement Date, with the VWAP converted from US dollars to sterling using the exchange rate on each of those twenty (20) consecutive trading days as published in the London Financial Times, and the parties agree that the Shareholder Loan Repayment Amount and the amount payable by the Seller to AMC under this clause 6.2(b)(i) shall be netted off against the other such that the Purchaser shall only be required to procure that the net amount (that is, the Shareholder Loan Repayment Amount less the Equity Amount) is paid to the Seller, and the Seller shall not be obliged to pay the Equity Amount to AMCholder thereof;
(ciii) the Purchaser shall procure that there is paid to Supplemental Disclosure Letter duly signed by the Seller’s Solicitors Account, on behalf of the Seller and the Company, by way of electronic transfer (for same day value) an amount equal to the Transaction Fees which are unpaid as at the Completion Date (as set out in the Completion Statement) and the Seller and the Company shall direct the Seller’s Solicitors to undertake further payments of such amount to such persons as may be necessary to settle the obligations of the Target Group to pay such Transaction Fees in connection with the Proposed TransactionSellers;
(div) the Purchaser shall for Termination Deed duly signed by UEL UK and on behalf of the Company, procure that there is paid to the Managers’ Solicitors by way of electronic transfer (for same day value) to the Managers’ Solicitors’ Account an amount equal to fifty per cent (50%) of the Management ConsiderationUK Target;
(ev) a copy of minutes or written resolutions of the Purchaser board of directors of the UK Target authorising registration of the UK Buyer as the holder of the UK Shares, subject only to stamping by His Majesty’s Revenue and Customs;
(vi) one or more certificate(s) representing the US Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer, provided that if the Parent Seller cannot procure the delivery of such original certificate(s) they shall instead procure that there is paid the delivery to the Target Group by way US Buyer of electronic transfer an affidavit of loss with respect to such certificate(s) in customary form;
(for same day valuevii) copies of sole member consents from UEC US and UM US approving the sale of the relevant US Shares to the Target Group’s Account US Buyer and related Transaction Documents, as applicable (each, a “US Member Consent”);
(viii) a certificate from each US Target, duly executed by an amount equal officer of such US Target, certifying as to the aggregate true, correct and complete copies of the Senior Cash LTIP Payment, the Junior Cash LTIP Payment and the Employee Transaction Bonuses in each case as set out in the Completion Statement, and the Purchaser undertakes to the Management Shareholders (for themselves and on behalf of the persons entitled to receive such payments) to procure that the Target Group:
attaching thereto (i) pays the Junior Cash LTIP Payment bylaws (or similar operational agreement) and the Employee Transaction Bonuses (in each case net of employer and employee deductions required by law in respect of tax and any other national insurance or social security contributions) to the persons entitled to receive such payments not later than three (3) months after the Completion Date; and
(ii) pays the Senior Cash LTIP Payment (net of employer applicable US Member Consent, as in full force and employee deductions required by law in respect of tax and any other national insurance or social security contributions) to the Management Shareholders within one (1) month effect as of the Completion Date;
(fix) resignation letters in the Purchaser shall for agreed form duly executed by each of Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxx Xxxxxxx, Xxxxx Xxxxxxxxxx and on behalf Xxxxxx Xxxxxx (each, a “Resigning Director”) resigning as directors of each Group Member of which they are a director at Completion and confirming they have no claims against the relevant Group Member, such resignations to take effect immediately following Completion;
(x) a properly completed and duly executed IRS Form W-9 or IRS form W-8BEN-E from each Seller;
(xi) an IRS Form 8023 with respect to each of the Company pay or procure that there is paid to the Escrow Agent US Targets, duly executed by way of electronic transfer Ultra Electronics Inc;
(for same day valuexii) to the Management Escrow Account an amount equal to fifty per cent (50%) a copy of the Management ConsiderationTransitional Services Agreement duly executed by the parties thereto (other than ESCO Technologies Inc.);
(xiii) a copy of the Tax Deed duly executed by Xxxxxx Xxxxxx;
(xiv) a copy of the Loudwater Facilities Services Agreement duly executed by the parties thereto; and
(gxv) the Seller shall deliver to the Purchaser:
(i) duly executed transfers in the name a copy of the Purchaser in respect statutory books (via email) of the Seller Shares;
(ii) the share certificates relating UK Target written up to the Seller Shares or an indemnity in respect of any lost share certificates;
(iii) the resignation in the agreed form of each of Xxxxxx Xxxx, Xxxxxx Xxxxxx, Xxxxxxx Xxxxxx and Xxxxx Xxxxxxxxxx as directors of the Company;
(iv) the Waiver Letter;
(v) a letter from the Company to SubCo confirming that the “Initial Invested Amount” as defined in the SubCo articles of association is £281,400,000;
(vi) a power of attorney in the agreed form executed by or on behalf of the Seller to enable the Purchaser to exercise all voting and other rights attached to the Seller Shares pending registration of the transfer thereof; and
(vii) each document held by the Seller pursuant to clause 5.7 (unless the same has been received by the Purchaser directly from the Management Shareholders or the Seller’s Solicitors)but not including Completion.
Appears in 1 contract
Samples: Sale and Purchase Agreement (Esco Technologies Inc)
At Completion. each Seller and the Guarantor shall (aor shall procure that the Buyer shall) do all those things respectively required of it or him in Schedule 2 and the Purchaser Guarantor shall (or shall procure that the Buyer shall):
8.2.1 pay the consideration as described by Clause 3 by transfer of funds for same day value to such account as the relevant Seller directs;
8.2.2 pay the Escrow Amount to the Escrow Account by transfer of funds for same day value;
8.2.3 subject to the Group Company receiving an invoice, procure that a Group Company shall pay to the Seller by way of electronic transfer (for same day value) relevant Adviser to the Seller’s Account an amount equal to £1.00 in payment such account as such Adviser directs that part of the Seller Consideration;Approved Company Adviser Fees payable to that Adviser (and expressed to be “Not Paid” as at Completion).
8.2.4 It is acknowledged that any sum payable under Clause 8.2.3 is not consideration for any Securities but is to ensure that the Advisers are paid for services provided.
8.2.5 If an Adviser whose fees are included in the Approved Company Adviser Fee Schedule is not paid at Completion, the Guarantor shall (b) the Purchaser or shall procure that the relevant Target Companies pay to Buyer shall), forthwith on demand from the Institutional Seller (which must be accompanied by way of electronic transfer (for same day value) to the Seller’s Account an aggregate amount equal to the Net Equity Value less £1.00 in full repayment a copy of the Shareholder Loan Amount or the Adjusted Shareholder Loan Amount (as the case may be) (net of any withholding or deduction required by law but subject always to clauses 5.12 to 5.17)(the “Shareholder Loan Repayment Amount”relevant adviser invoice), and:
(i) the Seller hereby agrees and undertakes to the Purchaser and AMC to apply (from the Shareholder Loan Repayment Amount received under clause 6.2(b)) pay an amount equal to the Equity Amount by way of subscription for sum payable to the issue Adviser to the Institutional Seller to enable it to pass on such sums to the relevant Adviser to discharge the obligation of the Consideration Shares; and
(ii) AMC shall deliver evidence, in form and substance reasonably satisfactory to relevant Group Company or the Seller, (A) of relevant Seller or Sellers as the issuance to the Seller of the Consideration Shares; and (B) that the Consideration Shares have been authorized for listing on NYSE, subject to official notice of issuance; provided, however that notwithstanding the foregoing, if the number of Consideration Shares to be delivered at Completion would require AMC to obtain stockholder approval prior to such issuance under applicable rules of the NYSE, then the number of Consideration Shares AMC is required to issue shall be reduced to the highest number that would not require AMC to obtain stockholder approval for issuance (the “Delivered Shares”) and AMC shall deliver to the Seller an amount of cash equal to the product of (A) the difference between the number of Consideration Shares that would otherwise be required to be delivered at Completion were it not for this proviso and the Delivered Shares and (B) the sterling denominated VWAP of the Class A Common Stock over the twenty (20) consecutive trading days prior to the Completion Statement Date, with the VWAP converted from US dollars to sterling using the exchange rate on each of those twenty (20) consecutive trading days as published in the London Financial Times, and the parties agree that the Shareholder Loan Repayment Amount and the amount payable by the Seller to AMC under this clause 6.2(b)(i) shall be netted off against the other such that the Purchaser shall only be required to procure that the net amount (that is, the Shareholder Loan Repayment Amount less the Equity Amount) is paid to the Seller, and the Seller shall not be obliged to pay the Equity Amount to AMC;
(c) the Purchaser shall procure that there is paid to the Seller’s Solicitors Account, on behalf of the Seller and the Company, by way of electronic transfer (for same day value) an amount equal to the Transaction Fees which are unpaid as at the Completion Date (as set out in the Completion Statement) and the Seller and the Company shall direct the Seller’s Solicitors to undertake further payments of such amount to such persons as case may be necessary to settle the obligations of the Target Group to pay such Transaction Fees in connection with the Proposed Transaction;
(d) the Purchaser shall for and on behalf of the Company, procure that there is paid to the Managers’ Solicitors by way of electronic transfer (for same day value) to the Managers’ Solicitors’ Account an amount equal to fifty per cent (50%) of the Management Consideration;
(e) the Purchaser shall procure that there is paid to the Target Group by way of electronic transfer (for same day value) to the Target Group’s Account an amount equal to the aggregate of the Senior Cash LTIP Payment, the Junior Cash LTIP Payment and the Employee Transaction Bonuses in each case as set out in the Completion Statement, and the Purchaser undertakes to the Management Shareholders (for themselves and on behalf of the persons entitled to receive such payments) to procure that the Target Group:
(i) pays the Junior Cash LTIP Payment and the Employee Transaction Bonuses (in each case net of employer and employee deductions required by law in respect of tax and such fees.
8.2.6 If there is any other national insurance or social security contributions) to “Contingency” in the persons entitled to receive such payments not later than three (3) months Approved Company Adviser Fee Schedule remaining after the Completion Date; and
(ii) pays the Senior Cash LTIP Payment (net operation of employer Clause 8.2.3 above and employee deductions not required by law in respect of tax and any other national insurance or social security contributions) a Group Company to the Management Shareholders pay an Adviser within one (1) month of the Completion Date;
, that amount shall be paid by the Guarantor (for the Guarantor shall procure the payment by the Buyer) the Purchaser shall for and on behalf by transfer of the Company pay or procure that there is paid to the Escrow Agent by way of electronic transfer (funds for same day value) value on the expiry of the one month following the Completion Date to such account 004600-0228-14943-Active.18252126.10 as the Institutional Seller directs to be distributed amongst the Sellers pro rata to their Proportionate Share as additional consideration, provided that the Buyer shall have no obligation as to the Management Escrow Account an distribution of such amount equal to fifty per cent (50%) of the Management Consideration; and
(g) the Seller shall deliver as among such Sellers and payment to the Purchaser:
(i) duly executed transfers in relevant account shall constitute a good discharge of Buyer’s obligations as regards the name of the Purchaser in respect of the Seller Shares;
(ii) the share certificates relating to the Seller Shares or an indemnity in respect of any lost share certificates;
(iii) the resignation in the agreed form of each of Xxxxxx Xxxx, Xxxxxx Xxxxxx, Xxxxxxx Xxxxxx and Xxxxx Xxxxxxxxxx as directors of the Company;
(iv) the Waiver Letter;
(v) a letter from the Company to SubCo confirming that the “Initial Invested Amount” as defined in the SubCo articles of association is £281,400,000;
(vi) a power of attorney in the agreed form executed payment required by or on behalf of the Seller to enable the Purchaser to exercise all voting and other rights attached to the Seller Shares pending registration of the transfer thereof; and
(vii) each document held by the Seller pursuant to clause 5.7 (unless the same has been received by the Purchaser directly from the Management Shareholders or the Seller’s Solicitors)this Clause 8.2.6.
Appears in 1 contract
Samples: Agreement for the Sale and Purchase of the Rhiag Group (LKQ Corp)
At Completion. (a) the Purchaser shall pay to the Seller by way of electronic transfer (for same day value) to the Seller’s Account an amount equal to £1.00 in payment of the Seller Consideration;
(b) the Purchaser shall procure that the relevant Target Companies pay to the Seller by way of electronic transfer (for same day value) to the Seller’s Account an aggregate amount equal to the Net Equity Value less £1.00 in full repayment of the Shareholder Loan Amount or the Adjusted Shareholder Loan Amount (as the case may be) (net of any withholding or deduction required by law but subject always to clauses 5.12 to 5.17)(the “Shareholder Loan Repayment Amount”), and:
(i) the Seller hereby agrees and undertakes Buyer shall, pursuant to the Purchaser and AMC to apply (from the Shareholder Loan Repayment Amount received under clause 6.2(b)) direction in Clause 3.4, pay an amount equal to the Equity Amount by way of subscription for the issue of the Consideration Shares; and
(ii) AMC shall deliver evidence, in form and substance reasonably satisfactory to the Seller, (A) of the issuance to the Seller of the Consideration Shares; and (B) that the Consideration Shares have been authorized for listing on NYSE, subject to official notice of issuance; provided, however that notwithstanding the foregoing, if the number of Consideration Shares to be delivered at Completion would require AMC to obtain stockholder approval prior to such issuance under applicable rules of the NYSE, then the number of Consideration Shares AMC is required to issue shall be reduced to the highest number that would not require AMC to obtain stockholder approval for issuance (the “Delivered Shares”) and AMC shall deliver to the Seller an amount of cash equal to the product of (A) the difference between sum of each Seller’s Relevant Allocation of the number of Initial Consideration Shares that would otherwise be required to be delivered at Completion were it not for this proviso and the Delivered Shares and (B) the sterling denominated VWAP sum of the Class A Common Stock over the twenty (20) consecutive trading days prior all cash amounts payable pursuant to Clause 3.4 to the Completion Statement Date, with the VWAP converted from US dollars to sterling using the exchange rate on each of those twenty (20) consecutive trading days as published in the London Financial Times, and the parties agree that the Shareholder Loan Repayment Amount and the amount payable by the Seller to AMC under this clause 6.2(b)(i) shall be netted off against the other such that the Purchaser shall only be required to procure that the net amount (that is, the Shareholder Loan Repayment Amount less the Equity Amount) is paid to the Seller, and the Seller shall not be obliged to pay the Equity Amount to AMC;
(c) the Purchaser shall procure that there is paid to the SellerPaying Agent’s Solicitors Bank Account, on behalf of the Seller and the Company, by way of electronic transfer (for same day value) an amount equal less any amounts agreed to the Transaction Fees which are unpaid as at the Completion Date (as set out in the Completion Statement) and the Seller and the Company shall direct the Seller’s Solicitors to undertake further payments of such amount to such persons as may be necessary to settle the obligations of the Target Group to pay such Transaction Fees in connection with the Proposed Transaction;
(d) the Purchaser shall for and on behalf of the Company, procure that there is paid to the Managers’ Solicitors by way of electronic transfer (for same day valuededucted under Clauses 3.3(a)(ii) to the Managers’ Solicitors’ Account an amount equal to fifty per cent (50%) of the Management Consideration;
(e) the Purchaser shall procure that there is paid to the Target Group by way of electronic transfer (for same day value) to the Target Group’s Account an amount equal to the aggregate of the Senior Cash LTIP Payment, the Junior Cash LTIP Payment and the Employee Transaction Bonuses in each case as set out in the Completion Statement, and the Purchaser undertakes to the Management Shareholders (for themselves and on behalf of the persons entitled to receive such payments) to procure that the Target Group:
(i) pays the Junior Cash LTIP Payment and the Employee Transaction Bonuses (in each case net of employer and employee deductions required by law in respect of tax and any other national insurance or social security contributions) to the persons entitled to receive such payments not later than three (3) months after the Completion Date; and
(ii) pays the Senior Cash LTIP Payment (net of employer and employee deductions required by law in respect of tax and any other national insurance or social security contributions) to the Management Shareholders within one (1) month of the Completion Date;
(f) the Purchaser shall for and on behalf of the Company pay or procure that there is paid to the Escrow Agent by way of electronic transfer (for same day value) to the Management Escrow Account an amount equal to fifty per cent (50%) of the Management Consideration; and
(g) the Seller shall deliver to the Purchaser:
(i) duly executed transfers in the name of the Purchaser in respect of the Seller Sharesv);
(ii) the share certificates relating to Buyer shall deduct from the Seller Shares or an indemnity Relevant Allocation of the Initial Consideration payable in respect of any lost share certificateseach Seller under Clause 3.3(a)(i) an amount in cash equal to such Seller’s Relevant Allocation of the Completion Accounts Retention Amount, and instead pay the aggregate Completion Accounts Retention Amount to the Completion Accounts Retention Account;
(iii) the resignation Buyer shall deduct from the Relevant Allocation of the Initial Consideration payable in the agreed form respect of each of Xxxxxx Xxxx, Xxxxxx Xxxxxx, Xxxxxxx Xxxxxx and Xxxxx Xxxxxxxxxx as directors Seller under Clause 3.3(a)(i) an amount in cash equal to such Seller’s Relevant Allocation of the CompanyClaims Retention Amount and instead pay the aggregate Claims Retention Amount to the Claims Retention Account;
(iv) the Waiver Letter;Buyer shall deduct from the Relevant Allocation of the Initial Consideration payable in respect of each of [***] and [***] under Clause 3.3(a)(i) an amount in cash equal to such Seller’s Holdback Consideration as set out in such Seller’s Holdback Agreement and instead pay the aggregate Holdback Consideration to the Holdback Consideration Retention Account in accordance with the terms of the Holdback Agreements; and
(v) a letter the Buyer shall deduct from the Company Relevant Allocation of the Initial Consideration payable in respect of each Seller under Clause 3.3(a)(i) an amount equal to SubCo confirming such Seller’s Relevant Allocation of the Stock Consideration Value, and instead shall procure that its transfer agent causes the number of shares of Buyer Stock having a value (based on the Buyer Stock Price) equal to such Seller’s Relevant Allocation of the Stock Consideration Value (such shares, the “Initial Invested Amount” Stock Consideration”) to be issued (in uncertificated book-entry form) to such Seller. The number of shares of Buyer Stock to be issued to each Seller as defined in the SubCo articles of association is £281,400,000;
(viStock Consideration under this Clause 3.3(a)(v) a power of attorney in the agreed form executed by or on behalf of the Seller shall, subject to enable the Purchaser to exercise all voting and other rights attached Clause 3.4 below, be rounded down to the Seller Shares pending registration of the transfer thereofnearest whole number; and
(vii) each document held by the Seller pursuant to clause 5.7 (unless the same has been received by the Purchaser directly from the Management Shareholders or the Seller’s Solicitors).
Appears in 1 contract
Samples: Share Purchase Agreement (Cadence Design Systems Inc)
At Completion. each Seller and the Guarantor shall (aor shall procure that the Buyer shall) do all those things respectively required of it or him in Schedule 2 and the Purchaser Guarantor shall (or shall procure that the Buyer shall):
8.2.1 pay the consideration as described by Xxxxxx 3 by transfer of funds for same day value to such account as the relevant Seller directs;
8.2.2 pay the Escrow Amount to the Escrow Account by transfer of funds for same day value;
8.2.3 subject to the Group Company receiving an invoice, procure that a Group Company shall pay to the Seller by way of electronic transfer (for same day value) relevant Adviser to the Seller’s Account an amount equal to £1.00 in payment such account as such Adviser directs that part of the Seller Consideration;Approved Company Adviser Fees payable to that Adviser (and expressed to be “Not Paid” as at Completion).
8.2.4 It is acknowledged that any sum payable under Clause 8.2.3 is not consideration for any Securities but is to ensure that the Advisers are paid for services provided.
8.2.5 If an Adviser whose fees are included in the Approved Company Adviser Fee Schedule is not paid at Completion, the Guarantor shall (b) the Purchaser or shall procure that the relevant Target Companies pay to Buyer shall), forthwith on demand from the Institutional Seller (which must be accompanied by way of electronic transfer (for same day value) to the Seller’s Account an aggregate amount equal to the Net Equity Value less £1.00 in full repayment a copy of the Shareholder Loan Amount or the Adjusted Shareholder Loan Amount (as the case may be) (net of any withholding or deduction required by law but subject always to clauses 5.12 to 5.17)(the “Shareholder Loan Repayment Amount”relevant adviser invoice), and:
(i) the Seller hereby agrees and undertakes to the Purchaser and AMC to apply (from the Shareholder Loan Repayment Amount received under clause 6.2(b)) pay an amount equal to the Equity Amount by way of subscription for sum payable to the issue Adviser to the Institutional Seller to enable it to pass on such sums to the relevant Adviser to discharge the obligation of the Consideration Shares; and
(ii) AMC shall deliver evidence, in form and substance reasonably satisfactory to relevant Group Company or the Seller, (A) of relevant Seller or Sellers as the issuance to the Seller of the Consideration Shares; and (B) that the Consideration Shares have been authorized for listing on NYSE, subject to official notice of issuance; provided, however that notwithstanding the foregoing, if the number of Consideration Shares to be delivered at Completion would require AMC to obtain stockholder approval prior to such issuance under applicable rules of the NYSE, then the number of Consideration Shares AMC is required to issue shall be reduced to the highest number that would not require AMC to obtain stockholder approval for issuance (the “Delivered Shares”) and AMC shall deliver to the Seller an amount of cash equal to the product of (A) the difference between the number of Consideration Shares that would otherwise be required to be delivered at Completion were it not for this proviso and the Delivered Shares and (B) the sterling denominated VWAP of the Class A Common Stock over the twenty (20) consecutive trading days prior to the Completion Statement Date, with the VWAP converted from US dollars to sterling using the exchange rate on each of those twenty (20) consecutive trading days as published in the London Financial Times, and the parties agree that the Shareholder Loan Repayment Amount and the amount payable by the Seller to AMC under this clause 6.2(b)(i) shall be netted off against the other such that the Purchaser shall only be required to procure that the net amount (that is, the Shareholder Loan Repayment Amount less the Equity Amount) is paid to the Seller, and the Seller shall not be obliged to pay the Equity Amount to AMC;
(c) the Purchaser shall procure that there is paid to the Seller’s Solicitors Account, on behalf of the Seller and the Company, by way of electronic transfer (for same day value) an amount equal to the Transaction Fees which are unpaid as at the Completion Date (as set out in the Completion Statement) and the Seller and the Company shall direct the Seller’s Solicitors to undertake further payments of such amount to such persons as case may be necessary to settle the obligations of the Target Group to pay such Transaction Fees in connection with the Proposed Transaction;
(d) the Purchaser shall for and on behalf of the Company, procure that there is paid to the Managers’ Solicitors by way of electronic transfer (for same day value) to the Managers’ Solicitors’ Account an amount equal to fifty per cent (50%) of the Management Consideration;
(e) the Purchaser shall procure that there is paid to the Target Group by way of electronic transfer (for same day value) to the Target Group’s Account an amount equal to the aggregate of the Senior Cash LTIP Payment, the Junior Cash LTIP Payment and the Employee Transaction Bonuses in each case as set out in the Completion Statement, and the Purchaser undertakes to the Management Shareholders (for themselves and on behalf of the persons entitled to receive such payments) to procure that the Target Group:
(i) pays the Junior Cash LTIP Payment and the Employee Transaction Bonuses (in each case net of employer and employee deductions required by law in respect of tax and such fees. 004600-0228-14943-Active.18252126.10
8.2.6 If there is any other national insurance or social security contributions) to “Contingency” in the persons entitled to receive such payments not later than three (3) months Approved Company Adviser Fee Schedule remaining after the Completion Date; and
(ii) pays the Senior Cash LTIP Payment (net operation of employer Clause 8.2.3 above and employee deductions not required by law in respect of tax and any other national insurance or social security contributions) a Group Company to the Management Shareholders pay an Adviser within one (1) month of the Completion Date;
, that amount shall be paid by the Guarantor (for the Guarantor shall procure the payment by the Buyer) the Purchaser shall for and on behalf by transfer of the Company pay or procure that there is paid to the Escrow Agent by way of electronic transfer (funds for same day value) value on the expiry of the one month following the Completion Date to such account as the Institutional Seller directs to be distributed amongst the Sellers pro rata to their Proportionate Share as additional consideration, provided that the Buyer shall have no obligation as to the Management Escrow Account an distribution of such amount equal to fifty per cent (50%) of the Management Consideration; and
(g) the Seller shall deliver as among such Sellers and payment to the Purchaser:
(i) duly executed transfers in relevant account shall constitute a good discharge of Buyer’s obligations as regards the name of the Purchaser in respect of the Seller Shares;
(ii) the share certificates relating to the Seller Shares or an indemnity in respect of any lost share certificates;
(iii) the resignation in the agreed form of each of Xxxxxx Xxxx, Xxxxxx Xxxxxx, Xxxxxxx Xxxxxx and Xxxxx Xxxxxxxxxx as directors of the Company;
(iv) the Waiver Letter;
(v) a letter from the Company to SubCo confirming that the “Initial Invested Amount” as defined in the SubCo articles of association is £281,400,000;
(vi) a power of attorney in the agreed form executed payment required by or on behalf of the Seller to enable the Purchaser to exercise all voting and other rights attached to the Seller Shares pending registration of the transfer thereof; and
(vii) each document held by the Seller pursuant to clause 5.7 (unless the same has been received by the Purchaser directly from the Management Shareholders or the Seller’s Solicitors)this Clause 8.2.6.
Appears in 1 contract
Samples: Agreement for the Sale and Purchase of the Rhiag Group (LKQ Corp)
At Completion. (a) the Purchaser shall pay to the Seller by way of electronic transfer and the Purchasers (for same day valueas applicable) to the Seller’s Account an amount equal to £1.00 in payment of the Seller Consideration;
(b) the Purchaser shall procure that the relevant Target Companies pay to following actions are taken in the Seller by way of electronic transfer (for same day value) to the Seller’s Account an aggregate amount equal to the Net Equity Value less £1.00 in full repayment of the Shareholder Loan Amount or the Adjusted Shareholder Loan Amount (as the case may be) (net of any withholding or deduction required by law but subject always to clauses 5.12 to 5.17)(the “Shareholder Loan Repayment Amount”), andfollowing sequence:
(i) the Seller hereby agrees and undertakes to the Purchaser and AMC to apply (from the Shareholder Loan Repayment Amount received under clause 6.2(b)) an amount equal to the Equity Amount by way of subscription for the issue of the Consideration Shares; and
(ii) AMC shall deliver evidence, in form and substance reasonably satisfactory to the Seller, (A) of the issuance to the Seller of the Consideration Shares; and (B) that the Consideration Shares have been authorized for listing on NYSE, subject to official notice of issuance; provided, however that notwithstanding the foregoing, if the number of Consideration Shares to be delivered at Completion would require AMC to obtain stockholder approval prior to such issuance under applicable rules of the NYSE, then the number of Consideration Shares AMC is required to issue shall be reduced to the highest number that would not require AMC to obtain stockholder approval for issuance (the “Delivered Shares”) and AMC shall deliver to the Seller an amount of cash equal to the product of (A) the difference between the number of Consideration Shares that would otherwise be required to be delivered at Completion were it not for this proviso and the Delivered Shares and (B) the sterling denominated VWAP of the Class A Common Stock over the twenty (20) consecutive trading days prior to the Completion Statement Date, with the VWAP converted from US dollars to sterling using the exchange rate on each of those twenty (20) consecutive trading days as published in the London Financial Times, and the parties agree that the Shareholder Loan Repayment Amount and the amount payable by the Seller to AMC under this clause 6.2(b)(i) shall be netted off against the other such that the Purchaser shall only be required to procure that the net amount (that is, the Shareholder Loan Repayment Amount less the Equity Amount) is paid to the Seller, and the Seller shall not be obliged to pay the Equity Amount to AMC;
(c) the Purchaser shall procure that there is paid to the Seller’s Solicitors Account, on behalf of the Seller and the Company, by way of electronic transfer (for same day value) an amount equal to the Transaction Fees which are unpaid as at the Completion Date (as set out in the Completion Statement) and the Seller and the Company shall direct the Seller’s Solicitors to undertake further payments of such amount to such persons as may be necessary to settle the obligations of the Target Group to pay such Transaction Fees in connection with the Proposed Transaction;
(d) the Purchaser shall for and on behalf of the Company, procure that there is paid to the Managers’ Solicitors by way of electronic transfer (for same day value) to the Managers’ Solicitors’ Account an amount equal to fifty per cent (50%) of the Management Consideration;
(e) the Purchaser shall procure that there is paid to the Target Group by way of electronic transfer (for same day value) to the Target Group’s Account an amount equal to the aggregate of the Senior Cash LTIP Payment, the Junior Cash LTIP Payment and the Employee Transaction Bonuses in each case as set out in the Completion Statement, and the Purchaser undertakes to the Management Shareholders (for themselves and on behalf of the persons entitled to receive such payments) to procure that the Target Group:
(i) pays the Junior Cash LTIP Payment and the Employee Transaction Bonuses (in each case net of employer and employee deductions required by law in respect of tax and any other national insurance or social security contributions) to the persons entitled to receive such payments not later than three (3) months after the Completion Date; and
(ii) pays the Senior Cash LTIP Payment (net of employer and employee deductions required by law in respect of tax and any other national insurance or social security contributions) to the Management Shareholders within one (1) month of the Completion Date;
(f) the Purchaser shall for and on behalf of the Company pay or procure that there is paid to the Escrow Agent by way of electronic transfer (for same day value) to the Management Escrow Account an amount equal to fifty per cent (50%) of the Management Consideration; and
(ga) the Seller shall deliver to the PurchaserPurchasers written evidence that any and all (i) Encumbrances over the Shares and the shares in the share capital of the Target Group Companies and any of the Transferred Properties, and (ii) right of pledge on the Business Intellectual Property have been finally and unconditionally released;
(b) the Seller shall deliver to the Purchasers written evidence that it has completed the Disentanglement actions set out in Schedule 4 (Disentanglement Completion Actions);
(c) the Parties will jointly procure the transfer of the remaining Deposit Amount (if any) in the Escrow Account (minus any fees payable to the Escrow Agent) to the Notary Account, with reference to “Project Orange”, which amount must be credited to the Notary Account (without any deduction whatsoever, whether for bank transmission charges or otherwise) no later than 11:00 AM CET on the Completion Date and with value on the Completion Date;
(d) the Purchasers shall transfer, or procure the transfer of, an amount equal to (i) the Estimated Purchase Price plus (ii) any amounts owed by the Purchasers pursuant to Clause 16.14.5 of this agreement or pursuant to Paragraph 10 of Schedule 9 (Tax), (such aggregate amount the “Completion Amount”) minus the remaining Deposit Amount transferred to the Notary Account pursuant to Clause 6.2.1(c) to the Notary Account, with reference to “Project Orange”, which amount must be credited to the Notary Account (without any deduction whatsoever, whether for bank transmission charges or otherwise) no later than 11:00 AM CET on the Completion Date and with value on the Completion Date. The Completion Amount shall be held by the Notary in accordance with the Notary Letter;
(e) the Notary will confirm that an amount equal to the Completion Amount has been received in the Notary Account;
(f) the Seller (or a member of the Seller’s Group, as applicable) and the relevant Target Group Company shall deliver executed copies of, or execute, the following Ancillary Agreements:
(i) duly executed transfers in the name of the Purchaser in respect of the Seller SharesIP Transfer and License Agreement;
(ii) the share certificates relating to the Seller Shares or an indemnity in respect of any lost share certificatesIP Sale and Purchase Agreement;
(iii) the resignation in Trademarks And Domain Names Sale Agreement;
(iv) the agreed form of each of Xxxxxx Xxxx, Xxxxxx Xxxxxx, Xxxxxxx Xxxxxx Manufacturing Services Agreement;
(v) the ITEC Equipment Support Services Agreement; and
(vi) the Transitional Services Agreement.
(g) the Company delivers to the Notary the original and Xxxxx Xxxxxxxxxx as directors up-to-date shareholders register of the Company;
(ivh) if applicable, the Waiver LetterSeller shall assign to the Purchasers the Shareholder Loan, the Purchasers shall accept this assignment and the Seller and the Purchasers shall procure that the Company acknowledges this assignment, the foregoing to be effected by execution of a deed of assignment by the Seller, the Purchasers and the Company;
(vi) a letter from the Seller, the Purchasers and the Company each deliver to SubCo confirming that the “Initial Invested Amount” as defined in Notary an executed and, to the SubCo articles extent required by the Notary, apostilled, power of association is £281,400,000attorney to execute the Deed of Transfer;
(vij) the Seller, the Purchasers and the Company deliver to the Notary a power of attorney written confirmation in the agreed form executed reasonably requested by or on behalf the Notary, instructing the Notary to transfer the Shares to the Purchasers;
(k) the Seller transfers to the Purchasers the Shares, the Purchasers accept the transfer, and the Company acknowledges the transfer, the foregoing to be effected by execution of the Seller to enable Deed of Transfer by the Purchaser to exercise all voting Seller, the Purchasers and other rights attached to the Seller Shares pending registration of Company before the transfer thereofNotary; and
(viil) each document held by the Seller pursuant Notary will give wire instruction for the transfer of the Completion Amount on the Completion Date to clause 5.7 (unless the same has been received by the Purchaser directly from the Management Shareholders or the Seller’s Solicitors), in accordance with the Notary Letter.
Appears in 1 contract
Samples: Sale and Purchase Agreement (NXP Semiconductors N.V.)
At Completion. (a) the Purchaser Sellers shall pay deliver or cause to be delivered the Seller by way documents and evidence set out in Part 1 of electronic transfer (for same day value) to the Seller’s Account an amount equal to £1.00 in payment of the Seller ConsiderationSchedule 3;
(b) the Purchaser each Party shall procure that the relevant Target Companies pay do all in its power to the Seller by way of electronic transfer (for same day value) to the Seller’s Account an aggregate amount equal to the Net Equity Value less £1.00 in full repayment cause a directors’ meeting of the Shareholder Loan Amount or the Adjusted Shareholder Loan Amount (as the case may be) (net of any withholding or deduction required by law but subject always to clauses 5.12 to 5.17)(the “Shareholder Loan Repayment Amount”), and:
(i) the Seller hereby agrees and undertakes to the Purchaser and AMC to apply (from the Shareholder Loan Repayment Amount received under clause 6.2(b)) an amount equal to the Equity Amount by way of subscription for the issue of the Consideration Shares; and
(ii) AMC shall deliver evidence, in form and substance reasonably satisfactory to the Seller, (A) of the issuance to the Seller of the Consideration Shares; and (B) that the Consideration Shares have been authorized for listing on NYSE, subject to official notice of issuance; provided, however that notwithstanding the foregoing, if the number of Consideration Shares Company to be delivered held at Completion would require AMC to obtain stockholder approval prior to such issuance under applicable rules which the matters identified in Part 2 of the NYSE, then the number of Consideration Shares AMC is required to issue shall be reduced to the highest number that would not require AMC to obtain stockholder approval for issuance (the “Delivered Shares”) and AMC shall deliver to the Seller an amount of cash equal to the product of (A) the difference between the number of Consideration Shares that would otherwise be required to be delivered at Completion were it not for this proviso and the Delivered Shares and (B) the sterling denominated VWAP of the Class A Common Stock over the twenty (20) consecutive trading days prior to the Completion Statement Date, with the VWAP converted from US dollars to sterling using the exchange rate on each of those twenty (20) consecutive trading days as published in the London Financial Times, and the parties agree that the Shareholder Loan Repayment Amount and the amount payable by the Seller to AMC under this clause 6.2(b)(i) shall be netted off against the other such that the Purchaser shall only be required to procure that the net amount (that is, the Shareholder Loan Repayment Amount less the Equity Amount) is paid to the Seller, and the Seller shall not be obliged to pay the Equity Amount to AMCSchedule 3 are carried out;
(c) the Purchaser Sellers shall procure that there is paid deliver any other documents referred to in this Agreement as being required to be delivered by the Seller’s Solicitors Account, on behalf of the Seller and the Company, by way of electronic transfer (for same day value) an amount equal to the Transaction Fees which are unpaid as Sellers at the Completion Date (as set out in the Completion Statement) and the Seller and the Company shall direct the Seller’s Solicitors to undertake further payments of such amount to such persons as may be necessary to settle the obligations of the Target Group to pay such Transaction Fees in connection with the Proposed TransactionCompletion;
(d) the Purchaser Sellers’ Representative and the Buyer shall for and on behalf of enter into the Company, procure that there is paid to Escrow Agreement with the Managers’ Solicitors by way of electronic transfer (for same day value) to the Managers’ Solicitors’ Account an amount equal to fifty per cent (50%) of the Management ConsiderationEscrow Agents;
(e) the Purchaser Buyer shall procure that there is paid pay the Initial Cash Consideration Escrow Payment into the Escrow Account or shall cause the Buyer’s Solicitors to the Target Group by way of electronic transfer (for same day value) undertake to the Target Group’s Account an amount equal to the aggregate do so within two Business Days of the Senior Cash LTIP Payment, the Junior Cash LTIP Payment Escrow Account being opened and the Employee Transaction Bonuses in each case as set out in the Completion Statement, and the Purchaser undertakes to the Management Shareholders (for themselves and on behalf Buyer’s Solicitors being notified of the persons entitled to receive such payments) to procure that the Target Group:
(i) pays the Junior Cash LTIP Payment relevant sort code and the Employee Transaction Bonuses (in each case net of employer and employee deductions required by law in respect of tax and any other national insurance or social security contributions) to the persons entitled to receive such payments not later than three (3) months after the Completion Date; and
(ii) pays the Senior Cash LTIP Payment (net of employer and employee deductions required by law in respect of tax and any other national insurance or social security contributions) to the Management Shareholders within one (1) month of the Completion Dateaccount number;
(f) the Purchaser Buyer shall for and on behalf of pay the Company pay or procure that there is paid Initial Cash Consideration On-Account Payment minus the Share Subscription Moneys to the Escrow Agent by way of electronic transfer (for same day value) to the Management Escrow Account an amount equal to fifty per cent (50%) of the Management Consideration; andSellers’ Solicitors’ Client Account;
(g) the Seller Buyer shall pay the Share Subscription Moneys deducted in accordance with clause 3 to the Company’s Account;
(h) the Buyer shall allot and issue to the Sellers the Stock Consideration and deliver to the Purchaser:Sellers’ Solicitors copies (in each case certified to be a true copy by a director or secretary of the Buyer) of a resolution of the Buyer’s board of directors authorising the execution and completion of this Agreement and the payment of the Purchase Price including the payment of the Initial Cash Consideration and the allotment and issue of the Stock Consideration;
(i) duly executed transfers in the name of Warrantors shall cause the Purchaser in respect of Company to enter into the Seller SharesService Agreements with the Key Individuals;
(iij) the share certificates relating Buyer shall appoint Xx Xxxxx Xxxxx to the Seller Shares or an indemnity in respect Buyer’s board of any lost share certificates;
(iii) the resignation in the agreed form of each of Xxxxxx Xxxx, Xxxxxx Xxxxxx, Xxxxxxx Xxxxxx and Xxxxx Xxxxxxxxxx as directors of the Company;
(iv) the Waiver Letter;
(v) a letter from the Company to SubCo confirming that the “Initial Invested Amount” as defined in the SubCo articles of association is £281,400,000;
(vi) a power of attorney in the agreed form executed by or on behalf of the Seller to enable the Purchaser to exercise all voting and other rights attached to the Seller Shares pending registration of the transfer thereofdirectors; and
(viik) the Warrantors shall cause the Company to enter into each document held by the Seller pursuant to clause 5.7 (unless the same has been received by the Purchaser directly from the Management Shareholders or the Seller’s Solicitors)Consultancy Agreement.
Appears in 1 contract
Samples: Share Purchase Agreement (Columbia Laboratories Inc)
