Effect of Sale of the Sale Shares. The acquisition of the Sale Shares by the Buyer will not:
(a) cause the Company Group to lose the benefit of any right, asset or privilege it presently enjoys; or
(b) relieve any person of any obligation to the Company Group, or enable any person to determine any such obligation, or any right or benefit enjoyed by the Company Group, or to exercise any other right in respect of the Company Group.
Effect of Sale of the Sale Shares. 11.1 The acquisition of the Sale Shares by the Buyer will not:
11.1.1 so far as the Warrantor is aware, cause the Company to lose the benefit of any right, asset or privilege it presently enjoys; or
11.1.2 relieve any person of any obligation to the Company, or enable any person to determine any such obligation, or any right or benefit enjoyed by the Company, or to exercise any other right in respect of the Company; or
11.1.3 so far as the Warrantor is aware, result in any customer, client or supplier reducing its business, or changing the terms on which it deals, with the Company; or
11.1.4 result in the loss of, or any default under, any Consent (as defined in paragraph 5.2 of Part 1 of this Schedule 4).
Effect of Sale of the Sale Shares. 8.1 As far as the Seller is aware, the acquisition of the Sale Shares by the Buyer will not:
(a) relieve any person of any obligation to the Company or the Subsidiary, or enable any person to determine any such obligation, or any right or benefit enjoyed by the Company or the Subsidiary, or to exercise any other right in respect of the Company or the Subsidiary; or
(b) result in the loss of, or any default under, any Consent (as defined in paragraph 5.2 of this Schedule 3).
Effect of Sale of the Sale Shares. Neither the acquisition of the Sale Shares by the Buyer, nor compliance with the terms of this Agreement will:
(a) cause each of the Target Company to lose the benefit of any asset, right or privilege it presently enjoys; or
(b) result in the creation, imposition, crystallisation or enforcement of any Encumbrance on any of the assets of the Company; or
(c) result in any present or future indebtedness of each of the Target Companies becoming due and payable, or capable of being declared due and payable prior to its stated maturity date.
Effect of Sale of the Sale Shares. 4.3.1 Neither entering into, nor compliance with, nor Completion of this Agreement will, or is likely to, cause any person who gives credit to any Group Company not to continue to do so on the same basis.
4.3.2 The Vendor is not aware that any of the following key employees intends to terminate his or her relationship with the Group:
(a) Xx. Xxxxxx;
(b) Xx. Xxxx;
(c) Xx. Xxx Xxxxx, Vice-President, Sales and Operations;
(d) Xx. Xxxxx Xxxx, Vice-President, Sales and Alliance;
(e) Mr. Xxxxxx Xxx, Chief Financial Officer;
(f) Mr. Xxxxxx Xxxx, Director of Technology;
(g) Mr. Xxxx Xxxx, AGM, Mobile Data Product Development; and
(h) Xxxx Xxx Ko, AGM, IN and Messaging Product Development.
Effect of Sale of the Sale Shares. 11.1 The acquisition of the Sale Shares by the Buyer will not, so far as the Sellers are aware,:
11.1.1 cause the Company to lose the benefit of any right, asset or privilege it presently enjoys;
11.1.2 relieve any person of any obligation to the Company, or enable any person to determine any such obligation, or any right or benefit enjoyed by the Company, or to exercise any other right in respect of the Company;
11.1.3 result in any customer, client or supplier being entitled to cease dealing with the Company reducing its business, or changing the terms on which it deals, with the Company;
11.1.4 give rise to, or cause to become exercisable, any right of pre-emption over the Sale Shares;
11.1.5 result in the loss of, or any default under, any Consent (as defined in paragraph 5.2 of Part 1 of this Schedule 4); or
11.1.6 result in any officer or senior employee leaving the Company.
Effect of Sale of the Sale Shares. 4.6.1 The Vendor is not aware that after Completion (whether by reason of an existing agreement or arrangement or otherwise) or as a result of the proposed acquisition of the Sale Shares by the Purchaser:
(a) any material customer of the Company will cease to deal with the Company or may substantially reduce its existing level of business with the Company; or
(b) any employee will terminate its employment with the Company.
4.6.2 Compliance with this Agreement does not and will not conflict with or result in the breach of or constitute a default under any contract to which the Company is now a party, or relieve any other party to a contract with the Company of its obligations under such contract or entitle such party to terminate such contract, whether summarily or by notice which will have an adverse effect on the value of the Sale Shares.
Effect of Sale of the Sale Shares. The execution and delivery of, and the performance by the Vendor of his obligations under this Agreement does not and will not:
6.4.1 result in a breach of any applicable law or regulations or any provision of the memorandum or articles of association or the constitutional documents of the Company;
6.4.2 conflict with or result in the breach of or constitute a default under any agreement or instrument to which the Company is now a party or any banking facility or loan to or mortgage created by the Company;
6.4.3 relieve any other party to an agreement or arrangement with the Company of its obligations under such agreement or arrangement or entitle such party to terminate or modify such agreement or arrangement, whether summarily or by notice;
6.4.4 result in the creation, imposition, crystallisation or enforcement of any Security Interest any of the assets of the Company;
6.4.5 result in a breach of any order, judgment or decree of any court, governmental agency or regulatory body to which the Company is a party or by which the Company or any of its assets is bound;
6.4.6 give rise to, or cause to become exercisable, any right of pre-emption over the Sale Shares;
6.4.7 violate or result in a breach of any order, undertaking, judgment, injunction or decree of any court, governmental agency or regulatory body or ordinance or regulation or any other restriction of any kind or character to which the Vendor is party or by which the Vendor is bound;
6.4.8 result in a breach of a licence; and
6.4.9 result in the Company losing the benefit of a licence, and where in the event of the occurrence of any of the scenario in Paragraphs 6.4.1 to 6.4.9 of Schedule 4 (Vendor’s Warranties) above, such occurrence will not have a material adverse effect upon the Business as presently conducted.
Effect of Sale of the Sale Shares. 9.1 The acquisition of the Sale Shares by the Buyer will not:
(a) cause the Company to lose the benefit of any right, asset or privilege it presently enjoys;
(b) relieve any person of any obligation to the Company, or enable any person to determine any such obligation, or any right or benefit enjoyed by the Company, or to exercise any other right in respect of the Company;
(c) result in any customer, client or supplier reducing its business, or changing the terms on which it deals, with the Company;
(d) result in the loss of, or any default under, any Consent (as defined in paragraph 6.2 of this Schedule ); or
(e) result in any officer or senior employee leaving the Company.
Effect of Sale of the Sale Shares. Neither entering into, nor compliance with, nor completion of this Agreement will:
(a) cause any person who normally does business with or gives credit to the Company not to continue to do so on the same basis; or
(b) result in a breach of the Constituent Documents; or
(c) relieve any other counterparty to any Company Contract of its obligations thereunder.
