Implementation of the Transaction. 6.1 Without prejudice to its obligations under Clause 3.2 and the provisions of Clause 6.9, AB InBev shall use all reasonable endeavours to implement the Transaction in accordance with, and subject to, the terms and conditions (including the Pre- Conditions and the Conditions) of the Transaction set out in the Announcement and to dispatch or publish (as applicable) the Belgian Merger Documents, the Belgian Merger US Documents and the Belgian Offer Prospectus in accordance with the indicative timetable set out in the Announcement (save for any of the Newco Belgian Merger Documents, the Belgian Merger US Documents, the Newco Response Memorandum and the AB InBev Listing Documents which are to be despatched or published by Newco pursuant to the provisions of Schedule 3).
6.2 Prior to Completion, SABMiller shall (and shall procure that the other members of its Group shall) provide any assistance which may be required by AB InBev for the purposes of obtaining any authorisations or clearances from governmental or regulatory bodies in respect of the Key Conditions, including ensuring that reasonable assistance is provided by, their respective professional advisers.
6.3 Prior to Completion, each of AB InBev and SABMiller shall (and shall procure that the other members of their respective Groups shall) comply with their respective obligations set out in Schedule 3 in relation to Newco, provided that the parties acknowledge and agree:
(a) that SABMiller shall not be in breach of any of its obligations under this Clause 6.3 or Part A of Schedule 3 to the extent that such breach has been caused by or is attributable to AB InBev’s failure to comply with its obligations under Part B of Schedule 3;
(b) that AB InBev shall not be in breach of any of its obligations under this Clause 6.3 or Part B of Schedule 3 to the extent that such breach has been caused by or is attributable to SABMiller’s failure to comply with its obligations under Part A of Schedule 3;
(c) that nothing in this Agreement shall require any director, officer or employee of SABMiller or any member of the SABMiller Group to become a director, officer or employee of Newco; and
(d) that neither XXXXxxxxx, nor any member of the SABMiller Group, nor any of their respective directors, officers or employees, shall be required to take responsibility for any of the documents to be prepared, filed, submitted or published by Newco pursuant to Schedule 3.
6.4 Notwithstanding any other provision of this Agreement, SA...
Implementation of the Transaction. (1) Each Party covenants and agrees with the other, subject to the terms and conditions of this Agreement, and subject to any amendments agreed to in writing by the Parties, to take all reasonable steps necessary or desirable to complete, among others, the following steps (collectively, the “Transaction”) on or immediately prior to the Closing Date, all as set forth in and in accordance with the Transaction Steps:
(a) the Fund GP, on behalf of the Fund, shall amend the Limited Partnership Agreement and any other Constating Documents to give effect to the Transaction and the Transaction Steps;
(b) the Fund shall cause Holding LP to issue to Holding GP, in exchange for Holding GP’s general partnership interest in Holding LP, a limited partnership interest in Holding LP and a nominal general partnership interest in Holding LP;
(c) the Purchaser shall acquire the Interests in accordance with Section 2.1;
(d) the Intermediate LP shall distribute, loan or otherwise advance the proceeds from the sale of the Interests to the Fund (indirectly through the Fund’s investees), as determined by the Fund and the Fund GP; and
(e) the Fund shall, in its sole discretion, exchange the proceeds from the sale of the Interests distributed to it, to the extent required to make the special distribution contemplated under Section 2.3(2)(a), from United States dollars to Canadian dollars based on the prevailing exchange rates available to the Fund.
(2) As soon as practicable following Closing, the Fund, through the Fund GP in its capacity as general partner of the Fund, shall, in accordance with and pursuant to the applicable provisions of the Limited Partnership Agreement:
(a) use the net proceeds from the sale of the Interests and any refinancing contemplated in the Disclosure Letter, after applicable U.S. withholding taxes, estimated to be an amount equal to US$19,757,927 in the aggregate, before deducting U.S. taxes required to be withheld and assuming a Canadian/U.S. dollar exchange rate of US$1.00 to C$1.2654, to declare and pay, or cause to be paid, a special distribution to Unitholders entitled to such special distribution;
(b) cancel all issued and outstanding Units in respect of which the special distribution contemplated in Section 2.3(2)(a) was paid and delist the Class A Units from the TSX-V; and
(c) apply to cease to be a reporting issuer under Securities Laws.
Implementation of the Transaction. As outlined above, the Parties believe that it is in the best interest of both Parties and of their respective shareholders, to implement the Transaction. Each Party therefore undertakes, to the extent permissible under applicable law and stock exchange rules and regulations, to take any reasonable and necessary actions and measures in order to facilitate and make possible the completion of the Transaction. As a result of the above, the Parties shall inter alia, where any exemption, approval or similar from any authority or other regulatory entity is necessary in order to fulfil any obligation of the Parties under this Agreement, make all necessary filings, submissions, applications or similar and take all other reasonable actions in order to obtain such exemption or approval.
Implementation of the Transaction. On the first business day after receiving the approvals and consents mentioned in clause 3 above (hereinafter referred to as "the Closing Date"), the parties shall act simultaneously as follows:
4.1 The Purchaser and Ampal shall sign share transfer instruments in respect of the Shares.
4.2 The Purchaser shall pay Ampal the consideration for the Shares pursuant to clause 2.2 above.
4.3 The Vendor shall procure that Ampal shall act as follows:
4.3.1 Ampal shall assign to the Purchaser all its rights in respect of owners' loans as provided in clauses 2.3.1 and 2.3.2 above; and also
4.3.2 Ampal shall waive its rights vis-a-vis the Company in respect of the balance of the owners' loan debt as provided in clause 2.3.3 above; and
4.3.3 Ampal shall pay the Purchaser the amount provided in clause 2.3.4 above against the release of the guarantee and deposit as provided in the said clause and the amount provided in clause 2.3.5 above. The said amount shall be remitted to the Company pursuant to clause 4.4 below.
4.4 The Purchaser shall make available to the Company owners' loans in an amount in NIS equal to US$ 1,500,000 together with the sum of NIS 2,000,000, linked to the Index and bearing interest at 3% per annum, and it shall furnish Ampal with a document signed by Bank Hapoalim Ltd. confirming the release of the guarantee and deposit as provided in clause 2.3.4 above.
Implementation of the Transaction. The Acquisition shall entail the acquisition by Bidder of the entire issued share capital of the Company (other than the Excluded Shares) by way of the Scheme, in each case with full title guarantee and beneficial ownership, fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights existing at the date of this Agreement or thereafter attaching thereto.
Implementation of the Transaction. 7.1 Each Party agrees to use, and procure that each of its subsidiaries uses, all reasonable endeavours -
7.1.1 to prepare all such documents and take all such other steps to the extent within its sphere of responsibility as are necessary or desirable to implement the Transaction in accordance with, and subject to the terms and conditions EXECUTION VERSION TRANSACTION IMPLEMENTATION AGREEMENT17 of, this Agreement and, so far as practicable, in accordance with the Timetable;
7.1.2 to procure that their respective directors and employees facilitate the Transaction and (subject to compliance with law and regulation) do not frustrate, or make adverse comment on, the Transaction.
7.2 Each Party undertakes to the other Party to:
7.2.1 keep the other Party informed, and consult with the other Party, as to the progress with the preparation of the documents required in connection with the Transaction; and
7.2.2 offer and afford all reasonable co-operation, information and assistance as may be requested by the other Party in respect of the preparation of any of the documents required for the implementation of the Transaction, in a timely manner in order that the Transaction is implemented as expeditiously as possible and, so far as is practicable, in accordance with the Timetable, subject to Regulation 109(c) of the Companies Regulations, and subject to such other amendments to the Timetable (and consequential amendments to the dates in the Scheme Documents) as may be reasonably required by either Party from time to time and, to the extent required, approved by the TRP and the JSE.
7.3 Notwithstanding anything to the contrary contained anywhere else in this Agreement but subject to compliance with applicable law and regulation, the Company undertakes to Novatel that it will not, and undertakes to procure that no Group Company will:
7.3.1 distribute any shareholder circular required in connection with the Transaction (including the Scheme Documents);
7.3.2 make any formal application or correspond in relation to any matter of significant import in connection with the Transaction with any authority or agency in relation to the Transaction, without the consent of Novatel, which shall not be unreasonably withheld or delayed, provided that the Company shall, forthwith after the Signature Date, procure that the Employee Option Deed is filed in terms of section 4(2) of the Trust Property Control Act 57 of 1998 with the relevant Master’s Office. EXECUTION VERSION TRANSACTIO...
