OBLIGATIONS AFTER COMPLETION. 6.1 The Purchaser agrees to pay the Vendor a performance fee payment calculated based on i) the product of the PE Ratio multiplied by the Annualized Earnings and then multiply by the Acquisition Percentage, and ii) less the Sale Consideration (“the Performance Consideration”). The Purchaser agrees to pay the Performance Consideration by banker draft within two weeks upon the parties agreeing on the Audited Profits set out in clause 6.2 below but in any event no later than four months after the second anniversary of the Completion Date.
6.2 IMTE shall provide a report of the Audited Profits (“Profits Report”) issued by the auditor of the Company of the consideration to be received by the Vendor as set out in Clause 6.1 above. If the Vendor is not satisfied with the Profits Report from the Company’s auditor, then the Vendor shall have the right, at its expense, to appoint an independent auditor, agreed by both parties, to issue an independent report, and the findings of the independent auditor shall be final and binding on the parties.
6.3 For the duration of the Agreement until the Performance Consideration has been determined, the Purchaser (if it obtains a majority interest in the Company) and the Company undertake not to terminate without cause any director on the Company’s board of directors, its principal executive officer or its principal financial officer that are in office upon the Completion except with the written consent of the Vendor. If the Purchaser or the Company make such a termination without cause and without the written consent of the Vendor, then the Vendor shall have the right to purchase the Shares back from the Purchaser for the Consideration Shares.
OBLIGATIONS AFTER COMPLETION. 7.1 Without delay after Completion, the Purchaser shall procure that the Company complies with the requirements of Schedule 6.
7.2 After Completion, the Purchaser will use its reasonable endeavours to provide (at reasonable cost to the Vendor or MEFS as the case may be) such supplementary information as the Vendor or MEFS, as the case may be, may reasonably request so as to enable the Vendor or MEFS, as the case maybe, to comply with their respective accounting and tax obligations with respect to the sale of the Shares and/or the assignment of the MYL Debt.
OBLIGATIONS AFTER COMPLETION. Without delay after Completion, the Purchaser shall procure that the Company complies with the requirements of Schedule 6.
OBLIGATIONS AFTER COMPLETION. If title to the Shares is not effectively vested in the Purchaser at Completion:
(a) the Vendor will hold the Shares for the Purchaser until title is effectively vested in the Purchaser; and
(b) all income, profits, rights or benefits arising in respect of the Share, the Company, or the Business on and from Completion will be held for the Purchaser.
OBLIGATIONS AFTER COMPLETION. The Seller shall after Completion;
1.1 Permit the Buyer to use the Seller’s bar codes and to sell stock that bears the Seller’s labels for a period up to six months after Completion
1.2 Manufacture and supply the Buyer under an interim supply agreement/arrangement with a full range of Products in a prompt and timely manner and in accordance with the Buyer’s requirements at the Seller’s ex-work and delivery prices as below, namely; Trouble Shooter 500ml x 6 Shampoo 450 x 6 Mousse 300ml x6 SpruceNClean 500ml x6 3-in 1 auto 500ml x 6 Pet troubleshooter 500ml x6
1.3 The interim supply agreement shall be for a basic period ending 31 May 2004, with provision for extension, but not beyond 30 September 2004, if the Buyer has not been able to conclude arrangements with an alternative third party supplier in relation to Products in liquid form. The supply agreement shall take into account such factors as;
1.4 Forecast of volumes of products the Buyer anticipates purchasing during the transition period
1.5 Levels of inventory to be held by the Seller to meet the Buyer’s requirements
1.6 Payment: 30 days from end of month of delivery
1.7 OTIF (On Time and In Full) delivery requirements
OBLIGATIONS AFTER COMPLETION. 6.1 The Purchaser agrees to pay the Vendors a performance fee payment of USD1,510,000 (United States Dollars One Million Five Hundred and Ten Thousand") ("the Performance Consideration") provided the Company’s Accumulated Audited Profits records at least USD3,000,000. The Purchaser agrees to pay the Performance Consideration to the Vendors by the issuance of the Purchaser shares ("Performance Shares") at a price equal to the higher of (i) USD0.006 per share and (ii) the 20 days average closing share price immediately prior to the parties agreeing on the Accumulated Audited Profits set out in clause 6.2 below. The Purchaser shall issue these Performance Shares to each of the Vendor their pro-rata Performance Shares as set out as 58.82% to GTCL and 41.18% to Mx. Xxx. The Performance Shares shall be issued within two weeks after the Parties agreed on the Accumulated Audited Profits exceeds USD3,000,000. Where: Accumulated Audited Profits is defined as the accumulated profits recorded in the Company’s audited financial statements commencing from December 31, 2107 and for each year thereafter for 5 years.
6.2 MGI shall provide a report of the Audited Profits and the Accumulated Audited Profits issued by the auditor of the Company to the Vendors as set out in 6.1 above within 4 months of the financial closing of the Company. If the Vendors are not satisfied with the report from the Company’s auditor, then the Vendors shall have the right to appoint an independent auditor, agreed by both parties, to issue an independent report, and the findings of the independent auditor shall be final and binding on the parties.
OBLIGATIONS AFTER COMPLETION. 7.1 As soon as practicable after Completion, the Sellers shall join with the Purchasers in sending out a notice in a form to be agreed to each of the Sellers' suppliers and customers and other business contacts in respect of the Businesses informing them of the sale and purchase of the Assets.
7.2 All notices, correspondence, orders or inquiries relating to the Businesses or to the Assets which are received by the Sellers or any other member of the Sellers' Group on or after Completion shall as soon as reasonably possible be passed to the Purchasers to the extent that any such notices, correspondence, orders or inquiries relate to the Assets.
7.3 All notices, correspondence, orders or enquiries not relating exclusively to the Assets which are received by the Purchasers or any other member of the Purchasers' Group on or after Completion shall as soon as reasonably possible be passed to ZDEL.
OBLIGATIONS AFTER COMPLETION. 14.1 The Purchaser shall file a preliminary Proxy Statement with the SEC as soon as practicable after the Completion. The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the US Securities Act of 1933, as amended (“Securities Act”), and the US Securities Exchange Act of 1934, as amended (“Exchange Act”), and the rules and regulations thereunder.
14.2 None of the information supplied or to be supplied for inclusion or incorporation by reference in the Proxy Statement by the Group Companies, at the time of mailing thereof and at the time of the Purchaser’s special stockholder meeting, will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For purposes of the foregoing, it is understood and agreed that information concerning or related to the Purchaser and the Purchaser’s special stockholder meeting will be deemed to have been supplied by the Purchaser, and, except for the Year-End Financial Statements, the Nine-Month Financial Statements and S-X Financial Statements, information concerning or related to Group Companies included in the Proxy Statement shall be deemed to have been supplied by the Vendors.
14.3 Within eighteen months of the Completion Date and subject to receipt of necessary information from the Vendors, the Purchaser shall prepare and file with the SEC a registration statement on Form S-3 or such other short-form registrations statement that is then available for use by the Purchaser ( “Registration Statement”) to enable the resale of the Consideration Shares by the Vendors from time to time through the NASDAQ or in privately-negotiated transactions, and shall use its reasonable efforts, subject to receipt of necessary information from the Vendors, to cause the Registration Statement to become effective.
14.4 In order to further develop the China health product market, the Purchaser agrees to appoint on a step by step basis people with understanding of the China health product market and rich management experience to become additional members of its Board of Directors.
14.5 The Purchaser shall procure the name of the Purchaser be changed to “BMP Sunstone Corporation”.
OBLIGATIONS AFTER COMPLETION. 6.1 Within one month of Completion, the Purchaser and the Company agrees to change the Company’s name and not use the word “Teko” or and “Teko Energy” in the new name.
6.2 The Purchaser and the Company acknowledges and confirm that the continued use of the “Teko” or “Teko Energy” name after Completion will cause irreparable damage to the Vendor’s brand image in the market place, and that the Purchaser and the Company shall take all necessary action to change the name within the agreed time.
OBLIGATIONS AFTER COMPLETION. The Existing Shareholders jointly and severally undertake to Shanghai Pujiang (except when abandoned and/or waived by Shanghai Pujiang in writing), among other matters, not to directly or indirectly transfer or assign the shareholding and/or equity interest in the Target, or dispose of the equity interest in the Target, Hezhou Hongteng and/or Hezhou Hongda or partnership equity interest by way of a pledge or repayment of a debt within five (5) years after Completion, unless with the approval of Shanghai Pujiang. Moreover, subject to the terms and conditions of the Investment Agreement, if the Existing Shareholders shall directly or indirectly transfer the shareholding and/or equity interest in the Target, Hezhou Hongteng and/or Hezhou Hongda or the limited partnership equity interest, Shanghai Pujiang shall have the first right of refusal on the proposed transfer. INFORMATION OF THE TARGET GROUP The Target Group is principally engaged in the provision of environmental maintenance services and property cleaning services in the PRC, mainly in Fujian and Sichuan provinces. The scope of services of the Target Group mainly include (i) property cleaning, (ii) environmental hygiene services, (iii) maintenance of marble and greening maintenance, (iv) garbage removal and (v) road cleaning services. As at 30 April 2019, the net asset value of the Target Group was approximately RMB38.0 million. Set out below is the consolidated financial information of the Target Group prepared under HKFRSs for the years ended 31 December 2017 and 31 December 2018 respectively: RMB’000 RMB’000 Net profit before taxation and extraordinary items 13,837 12,563 Net profit after taxation and extraordinary items 10,256 9,320 Total revenue 202,349 147,417 Upon Completion, the Target will become an indirect non-wholly owned subsidiary of the Company. Accordingly, the financial results of the Target Group will be consolidated into the financial results of the Group. INFORMATION OF THE VENDOR The Vendor is a partnership formed in the PRC with limited liability and is principally engaged in investment holding. To the best of the Directors’ knowledge, information and belief after having made all reasonable enquires, the Vendor is an Independent Third Party.
