Closing Deliverables by the Purchaser. At the Closing, the Purchaser shall deliver or cause to be delivered to the Selling Shareholder:
(a) an amount in cash equal to the Purchase Price, by wire transfer in immediately available funds to a bank account designated in writing by the Selling Shareholder at least ten Business Days prior to the Closing Date; and
(b) an irrevocable instrument of transfer in respect of the Subject Shares being sold by the Selling Shareholder to the Purchaser executed by the Purchaser in the form attached as Exhibit A to this Agreement.
Closing Deliverables by the Purchaser. On the date of the Closing, the Purchaser shall remit the Purchase Price to the Seller (as set forth in Exhibit A), in accordance with wire instructions provided by the Seller to the Purchaser no later than five (5) Business Days prior to the date of the Closing, in immediately available funds.
Closing Deliverables by the Purchaser. At the Closing, Purchaser shall deliver to the Company:
(i) the Standstill Agreement, duly executed by Purchaser;
(ii) the Purchase Price by wire transfer of immediately available funds; and
(iii) such other documents, instruments or certificates relating to the Transactions as the Company or its counsel may have reasonably requested, duly executed by Purchaser.
Closing Deliverables by the Purchaser. At the Closing, the Purchaser shall deliver:
(i) (x) to the Sellers, the Estimated Purchase Price less the amounts referred to in Section 2.3(i) and (y) to the other payees set forth in Section 2.3, the other amounts set forth therein, in each case, in accordance with Section 2.3;
(ii) to the Sellers, duly executed releases by the Purchaser, the Acquired Companies and the Subsidiaries substantially in the form attached hereto as Exhibit B releasing each Person listed in Schedule 2.4(ii) who has served, and is resigning in connection with the transactions contemplated herein, as a director or officer of any of the Acquired Companies or the Subsidiaries, as applicable (collectively, the “Resigning Directors and Officers”), from all claims and potential claims for the period prior to the Closing;
(iii) to the Sellers, duly executed director and/or shareholder resolutions of the Purchaser, as applicable, approving the transactions contemplated by this Agreement and the other Transaction Documents;
(iv) to the Sellers, a duly executed counterpart to the Escrow Agreement; and
(v) to the Sellers, duly executed amended and restated ABHLP Agreement to remove TorQuest and NATC as parties thereto.
Closing Deliverables by the Purchaser. At the Closing, the Purchaser shall deliver to the Company:
(i) the Registration Rights Agreement, duly executed by the Purchaser;
(ii) the Allocation Agreement, duly executed by the Purchaser;
(iii) the Note Guaranty and each Closing Date Collateral Document (as defined in the Note), in each case, duly executed by the Purchaser (in its capacity as Noteholder);
(iv) the certificate required by Section 4(c)(ii), duly executed by the Purchaser;
(v) the Side Letter, duly executed by the Purchaser, Glencore Intermediate and Glencore plc;
(vi) the Assignment and Assumption Agreement required by Section 4(c)(iv), evidencing the assignment to the Purchaser of the Existing Note;
(vii) the Purchase Price by wire transfer of immediately available funds; and
(viii) such other documents, instruments or certificates relating to the Transactions as the Company or its counsel may have reasonably requested, duly executed by the Purchaser (or, as applicable, in its capacity as Noteholder).
Closing Deliverables by the Purchaser. At the Closing, the Purchaser shall deliver to the Seller a copy of an extract from the register of members of Alibaba Group, dated as of the Closing Date and duly certified by the registered agent of Alibaba Group, evidencing the ownership by the Seller of 14,329,896 Alibaba Shares (the “Subject Shares”).
Closing Deliverables by the Purchaser. At the Closing, the Purchaser shall deliver or cause to be delivered to the Selling Shareholder:
(a) an amount in cash equal to the Purchase Price minus the Norient Fee, by irrevocably releasing to the sole benefit of the Selling Shareholder the Purchase Price deposited with the Escrow Agent pursuant to the Escrow Agreement;
(b) an amount in cash equal to the Norient Fee, by irrevocably releasing to the sole benefit of Norient Advisors as directed by and on behalf of the Selling Shareholder a portion of the Purchase Price deposited with the Escrow Agent pursuant to the Escrow Agreement equal to the Norient Fee; and
(c) a written certification by the Purchaser to the Selling Shareholder certifying that the Purchaser’s representations and warranties in Article IV of this Agreement are true and correct in all material respects as of the Closing Date.
Closing Deliverables by the Purchaser. At the Closing, the Purchaser shall deliver or pay, or cause to be delivered or paid, as applicable, to the Sellers, the Seller Representative, the Escrow Agent, the Company or other payees referenced in Section 1.3, as applicable, the following:
(a) a certificate, dated as of the Closing Date and signed by an officer of the Purchaser, certifying that the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied and certifying that the board of directors of the Purchaser has adopted resolutions or executed a written consent authorizing the execution, delivery and performance of this Agreement and the Transaction Documents, and the consummation of the transactions contemplated hereby and thereby;
(b) the documents listed in Schedule 2.3(b), for the purposes of “know-your-customer”, anti-money laundering, sanction and anti-corruption regulations applicable to a certain Seller;
(c) the Closing Payments due in accordance with Section 1.3;
(d) the Escrow Agreement, duly executed by the Purchaser; and
(e) four (4) duly executed and completed original copies of a reiterative deed for French transfer tax formalities purposes.
Closing Deliverables by the Purchaser. At the Closing, the Purchaser shall deliver to the Company:
(i) the Standstill Agreement, duly executed by the Purchaser and the Purchaser’s ultimate parent company;
(ii) the Registration Rights Agreement, duly executed by the Purchaser;
(iii) the Commercial Agreements, duly executed by the Purchaser and any of its Affiliates that is contemplated as a party thereto;
(iv) the certificate required by Section 4(c)(iii), duly executed by the Purchaser;
(v) the Purchase Price by wire transfer of immediately available funds; and
(vi) such other documents, instruments or certificates relating to the Transactions as the Company or its counsel may have reasonably requested, duly executed by the Purchaser.
Closing Deliverables by the Purchaser. At Closing, the Purchaser shall deliver to the Seller the following documents: (i) The evidence of payment of the Purchase Price, payable as set forth in Section 2.2 above. (ii) If applicable, a copy of the corporate authorizations required to consummate the transactions contemplated herein.
