EFFECT OF SALE OF SHARES. 24.1 CUSTOMERS/SUPPLIER RELATIONSHIPS As far as the Seller is aware, the transfer of the Shares to the Buyer under this agreement will not result in any supplier or customer of the Company ceasing or being entitled to substantially reduce its level of business with the Company.
EFFECT OF SALE OF SHARES. 23.1 The acquisition of the Shares by the Buyer or compliance with the terms of this Agreement will not result in any of the following:
(a) the Company losing the benefit of any Authorization or an asset, licence, grant, subsidy, right or privilege which it enjoys at the date of this Agreement in any jurisdiction (except for the services that, prior to the Closing Date, were provided by the Seller including but not limited to those listed in the Transitional Service Agreement); and/or
(b) conflict with, or result in a breach of, or give rise to an event of default under, or require the consent of a Person under, or enable a Person to terminate, or relieve a Person from an obligation under, an agreement, arrangement or obligation to which the Company is a party or a legal or administrative requirement in any jurisdiction; and/or
(c) any Company’s customer being entitled by a contractual or statutory right to cease dealing with the Company or to substantially reduce its existing level of business or to change the terms upon which it deals with the Company; and/or
(d) any Company’s supplier being entitled by a contractual or statutory right to cease supplying the Company or substantially to reduce its supplies to or to change the terms upon which it supplies the Company; and/or
(e) make the Company liable to offer for sale, transfer or otherwise dispose of or purchase or otherwise acquire any assets, including shares held by it in other bodies corporate under their articles of association or any agreement or arrangement except for what otherwise provided under this Agreement; and/or
(f) any present or future indebtedness of the Company becoming due and payable, or capable of being declared due and payable, prior to its stated maturity date or any financial facility of the Company being withdrawn except for what otherwise provided under this Agreement; and/or
(g) the creation, imposition, crystallisation or enforcement of any Security Interest on any of the assets of the Company; and/or
(h) give rise to or cause to become exercisable any right of pre-emption over the Shares or entitle any Person to acquire shares in the Company; and/or
(i) to the Seller’s knowledge, entitle any Person to receive from the Company any finder’s fee, brokerage or other commission in connection with the purchase of the Shares by the Buyer.
EFFECT OF SALE OF SHARES. Neither the acquisition of the Target Shares by the Purchaser and respectively the Romextur Shares indirectly, nor compliance with the terms of this Agreement will:
(i) cause the Target Companies to lose the benefit of any right or privilege it presently enjoys; or
(ii) relieve any person of any obligation to the Target Companies (whether contractual or otherwise), or enable any person to determine any such obligation or any right or benefit enjoyed by the Target Companies, or to exercise any right in respect of, the Target Companies; or
(iii) give rise to or cause to become exercisable any right of pre-emption over the Target Shares and Romextur Shares; or
(iv) entitle any person to acquire, or affect the entitlement of any person to acquire, any shares in the Target Companies; or
(v) result in any customer or supplier being entitled to cease dealing with the Target Companies or to reduce substantially its existing level of business or to change the terms on which it deals with the Target Companies; or
(vi) result in any officer or senior employee leaving the Target Companies; or
(vii) result in a breach of contract, law, regulation, order, judgment, injunction, undertaking, decree or other like imposition; or
(viii) result in the loss or impairment of or any default under any licence, authorisation or consent required by the Target Companies for the purposes of their business; or
(ix) result in the creation, imposition, crystallisation or enforcement of any Encumbrance on any of the assets of the Target Companies; or
(x) result in any present or future Indebtedness of the Target Companies becoming due and payable, or capable of being declared due and payable, prior to its stated maturity date or in any financial facility of the Target Companies being withdrawn.
EFFECT OF SALE OF SHARES. 5O
5.3.1 The Warrantors have no knowledge, information or belief (but without making any enquiry) that after Completion (whether by reason of an existing agreement or arrangement or otherwise) or as a result of the proposed acquisition of the Company by the Purchaser:
(a) any supplier of any Group Company will cease or be entitled to cease supplying it or may substantially reduce its supplies to it;
(b) any customer of any Group Company will cease or be entitled to cease to deal with it or may substantially reduce its existing level of business with it;
(c) any Group Company will lose the benefit of any right or privilege which it enjoys;
(d) any officer or senior employee of a Group Company is likely to leave.
5.3.2 Compliance with the terms of this agreement does not and will not:
(a) conflict with, or result in the breach of, or constitute a default under any agreement or document co which any Group Company is a party, or any provision of the memorandum or articles of association of any Group Company or any encumbrance, lease, contract, order, judgment, award, injunction, regulation or other restriction or obligation of any kind by which or to which any asset of any Group Company is bound or subject;
(b) relieve any person from any obligation to any Group Company (whether contractual or otherwise), or enable any person to determine any such obligation or any right or benefit enjoyed by any Group Company, or to exercise any right, whether under an agreement with or otherwise in respect of any Group Company;
(c) result in the creation, imposition, crystallisation or enforcement of any encumbrance on any of the assets of any Group Company;
(d) result in any present or future indebtedness of any Group Company becoming due and payable or capable of being declared due and payable pdor to its stated maturity.
EFFECT OF SALE OF SHARES. 5.3.1 So far as the Warrantors are aware, after Completion (whether by reason of an existing agreement or arrangement or otherwise) as a result of the proposed acquisition of the Company by the Purchaser:
(a) no supplier of the Company will cease, or be entitled to cease, supplying it or may substantially reduce its supplies to it;
(b) no customer of the Company will cease, or be entitled to cease, to deal with it or may substantially reduce its existing level of business with it;
(c) the Company will not lose the benefit of a right or privilege which it enjoys;
(d) no officer or senior employee of the Company is likely to leave.
5.3.2 Compliance with the terms of this agreement does not and will not:
(a) conflict with, or result in the breach of, or constitute a default under an agreement or arrangement to which the Company is a party, or a provision of the memorandum or articles of association of the Company or an encumbrance, order, judgement, award, injunction, regulation or other restriction or obligation by which or to which an asset of the Company is bound or subject;
(b) relieve another person from an obligation to the Company (whether contractual or otherwise), or enable another person to determine such an obligation, or a right or benefit enjoyed by the Company, or to exercise a right, whether under an agreement with, or otherwise in respect of, the Company;
(c) result in the creation, imposition, crystallisation or enforcement of an encumbrance on assets of the Company;
(d) result in present or future indebtedness of the Company becoming due and payable, or capable of being declared due and payable, prior to its stated maturity.
EFFECT OF SALE OF SHARES. In the event that any of Harbxxx, Xxinxxxx xxx Kranxx (xx any Designated Successor who succeeds to the rights and obligations of his father hereunder) ceases to be the beneficial owner of fifty percent (50%) of the shares of Common Stock that he is currently the beneficial owner of, then he (and his Designated Successor) shall cease to have the right under Section 2.1 hereof to be elected (or have a designee elected) to the Board of Directors; provided that, notwithstanding his (or his Designated Successor's) ceasing to have such right under Section 2.1 hereof, he (or his Designated Successor) shall continue to be obligated to take such actions as are required of him under Sections 2.1, 2.2 and 2.3 hereof.
EFFECT OF SALE OF SHARES. 3.1 Sellers have no knowledge, information or belief that after the Effective Date (whether by reason of an existing agreement or arrangement or otherwise) as a result of the acquisition of the Company and Loryt by the Buyer:
3.1.1 a customer of the Business will cease, or be entitled to cease, to deal with it or substantially reduce its existing level of business with it; or
3.1.2 the Company or Loryt will lose the benefit of a right or benefit which it enjoys.
3.2 Compliance with the terms of this agreement does not and will not:
3.2.1 conflict with, or result in the breach of, or constitute a default under an agreement or arrangement to which either the Company or Loryt is a party, or a provision of the memorandum or articles of association of the Company or Loryt or a restriction or obligation by which or to which an asset of the Company or Loryt is bound or subject;
3.2.2 relieve another person from an obligation to the Company or Loryt (whether contractual or otherwise), or enable another person to determine such an obligation, or a right or benefit enjoyed by the Company or Loryt, or to exercise a right, whether under an agreement with, or otherwise in respect of, the Company or Loryt; 60 62
3.2.3 result in the creation, imposition, crystallisation or enforcement of an encumbrance on the Assets; or
3.2.4 result in indebtedness of the Company or Loryt becoming due and payable, or capable of being declared due and payable, prior to its stated maturity.
EFFECT OF SALE OF SHARES. 5.3.1 The Vendor has no knowledge, information or belief that after Completion (whether by reason of an existing agreement or arrangement or otherwise):
(a) a major supplier of WCEH will cease supplying it; or
(b) a major customer of WCEH will cease to deal with it.
5.3.2 So far as the Vendor is aware compliance with the terms of this agreement does not:
(a) conflict with, or result in the breach of, or constitute a default under an agreement or arrangement to which WCEH is a party where such agreement or arrangement has an annual value to WCEH of $250,000 or more;
(b) result in the creation, imposition, crystallisation or enforcement of an encumbrance on assets of WCEH;
(c) result in present or future indebtedness of WCEH becoming due and payable, or capable of being declared due and payable, prior to its stated maturity.
EFFECT OF SALE OF SHARES. (a) The transfer of the Shares to the Buyer under this deed will not result in any supplier or customer of a Group Company ceasing or being entitled to substantially reduce its level of business with the Group Company.
(b) The entry into and performance of this deed does not and will not: Share sale deed 106
(i) result in the breach of any of the terms, conditions or provisions of any agreement or arrangement to which a Group Company is a party;
(ii) relieve any person from any obligation to a Group Company;
(iii) result in the creation, imposition, crystallisation or enforcement of any Encumbrance or other third party right or interest on a Group Company, its assets or undertaking;
(iv) result in any indebtedness of a Group Company becoming due and payable; or
(v) result in any obligation of a Group Company being accelerated.
EFFECT OF SALE OF SHARES. 7.2.1 The `A' Shareholders have no knowledge, information or belief that after Completion (whether by reason of an existing agreement or arrangement or otherwise) or as a result of the acquisition of the Company by the Purchaser:
(a) any supplier of any Group Company will cease or be entitled to cease supplying it or may substantially reduce its supplies to it; (b) any customer of any Group Company will cease or be entitled to cease to deal with it or may substantially reduce its existing level of business with it;
