On Completion. (i) the Purchaser will execute the SPA Escrow Agreement and deposit the SPA Escrow Amount in the SPA Escrow Account; (ii) the Purchaser will on the Completion Date pay to the Vendor the AMC Purchase Price in the manner indicated by the Vendor; and (iii) the Purchaser shall offer/have taken irrevocable steps jointly with the AMC or to offer an exit option to the existing unit holders of the Fund to redeem their units without imposition of any exit load in compliance with the Regulations. 4.3 The Warranties and, subject to the Disclosure Letter, in case of Vendor's Warranties, all other provisions of this Agreement insofar as the same shall not have been performed at Completion shall not be extinguished or affected by Completion, or by any other event or matter whatsoever (including, without limitation, any satisfaction and/or waiver of any condition contained in Clause 3.1 or Clause 3.2), except by a specific and duly authorised written waiver or release by the Purchaser or the Vendor as the case may be. 5. OBLIGATIONS OF THE VENDOR BETWEEN EXECUTION AND COMPLETION 5.1 From the date hereof through to the Completion Date, the Vendor shall cause the AMC to conduct its business in the ordinary course, in a manner, and use all reasonable efforts to shall otherwise use all reasonable efforts, so as to ensure that the Vendor's Warranties shall continue to be true and correct on and as of the Completion Date, as if made on such date. The Vendor shall give the Purchaser prompt notice of any event, condition or circumstance occurring from the date hereof until the Completion Date that would constitute a violation or breach of any Vendor's Warranty if such Vendor's Warranty were made as of any date from the date hereof until the Completion Date, or that would constitute a violation or breach of any terms and conditions contained in this Agreement. 5.2 The Vendor shall use its reasonable efforts to cause the AMC to preserve the relationship and goodwill with their clients. 5.3 The Vendor shall cause the AMC to comply in all material respect with all applicable laws, regulations, decrees of any court or regulatory body.
Appears in 1 contract
On Completion. (i) the Purchaser will execute shall pay the SPA Escrow Purchase Price and the Assignment Consideration to the Seller pursuant to Section 2 of this Agreement and, unless otherwise agreed in writing, shall deliver written confirmation from its bank that the Purchase Price and deposit the SPA Escrow Amount Assignment Consideration has been irrevocably transferred to the Seller's bank account as specified in Section 2.3 hereof (for the SPA Escrow Account;avoidance of doubt, the Parties confirm that the payment by the Purchaser of the Purchase Price and the Assignment Consideration to the Seller's bank account as specified in Section 2.3 hereof shall be deemed an effective discharge of the requirement to pay such sums if and when the relevant sums shall have been received for the credit of the Seller's bank account); and
(ii) following receipt of confirmation from the Purchaser will on Seller's bank that the Completion Date pay sums of the Purchase Price and the Assignment Consideration have been credited to the Vendor Seller's bank account as specified in Section 2.3 hereof, the AMC Purchase Price Seller and Purchaser shall sign the transfer instrument in the manner indicated form and substance attached to this Agreement as Schedule 3 (hereinafter referred to as the "Transfer Instrument"), the powers of attorney in the form and substance attached to this Agreement as Schedule 4 (both Transfer Instrument and the powers of attorney have to be signed with signatures of both Parties verified by a notary public with the explicit exception of power of attorney to be granted by the Vendorcurrent Target Company executive, which can be signed without verified signature) and any other certificates or documents corresponding to the Shareholding Interest (if any) and any other certificates or documents necessary for the effective transfer of the Shareholding Interest according to the applicable Czech legal regulations; and
(iii) the Purchaser shall offer/have taken irrevocable steps jointly with deliver the AMC or to offer an exit option Transfer Instrument signed by the Parties to the existing unit holders Target Company; and
(iv) the Seller shall deliver written confirmation to the Purchaser that the Seller as lender has notified the Target Company as borrower of the Fund to redeem their units without imposition assignment and assumption of any exit load in compliance with the Regulations.
4.3 The Warranties and, subject to the Disclosure Letter, in case of Vendorall lender's Warranties, all other provisions of this Agreement insofar as the same shall not have been performed at Completion shall not be extinguished or affected by Completion, or by any other event or matter whatsoever (including, without limitation, any satisfaction and/or waiver of any condition contained in Clause 3.1 or Clause 3.2), except by a specific and duly authorised written waiver or release by the Purchaser or the Vendor as the case may be.
5. OBLIGATIONS OF THE VENDOR BETWEEN EXECUTION AND COMPLETION
5.1 From the date hereof through to the Completion Date, the Vendor shall cause the AMC to conduct its business in the ordinary course, in a manner, and use all reasonable efforts to shall otherwise use all reasonable efforts, so as to ensure that the Vendor's Warranties shall continue to be true and correct on and as of the Completion Date, as if made on such date. The Vendor shall give the Purchaser prompt notice of any event, condition or circumstance occurring claims deriving from the date hereof until the Completion Date that would constitute a violation or breach of any Vendor's Warranty if such Vendor's Warranty were made as of any date from the date hereof until the Completion Date, or that would constitute a violation or breach of any terms and conditions contained Loan Agreements in accordance with this Agreement.
5.2 The Vendor shall use its reasonable efforts to cause the AMC to preserve the relationship and goodwill with their clients.
5.3 The Vendor shall cause the AMC to comply in all material respect with all applicable laws, regulations, decrees of any court or regulatory body.
Appears in 1 contract
On Completion. (i) IrHoldco shall, in respect of each Fyffes Share subject to the Purchaser will execute Scheme: issue 0.1567 (the SPA Escrow Agreement “Exchange Ratio”) of a IrHoldco Share (the “Share Consideration” together with any cash in lieu of Fractional Entitlements due a holder, the “Scheme Consideration”) to the applicable Fyffes Shareholder (and/or their nominees), which Share Consideration shall be duly authorised, validly issued, fully paid and deposit non-assessable and free of Liens and pre-emptive rights; provided, however, that no fractions of IrHoldco Shares (the SPA Escrow Amount “Fractional Entitlements”) shall be issued by IrHoldco to the Fyffes Shareholders under this Clause 8.1(c)(i), and all Fractional Entitlements shall be aggregated and sold in the SPA Escrow Account;market by the Exchange Agent with the net proceeds of any such sale distributed pro-rata to the Fyffes Shareholders; in accordance with the Scheme; and
(ii) Fyffes shall deliver to IrHoldco:
(A) a certified copy of the Purchaser will resolutions referred to in Clause 8.1(b)(i);
(B) letters of resignation from the directors that are removed from Fyffes in accordance with Clause 8.1(b)(i)(B) (each such letter containing an acknowledgement that such resignation is without any claim or right of action of any nature whatsoever outstanding against Fyffes or the Fyffes Group or any of their officers or employees for breach of contract, compensation for loss of office, redundancy or unfair dismissal or on any other grounds whatsoever in respect of the Completion Date pay to the Vendor the AMC Purchase Price in the manner indicated by the Vendorremoval); and
(C) share certificates in respect of the aggregate number of shares in the capital of Fyffes to be issued to IrHoldco (and/or its nominees) in accordance with the Scheme.
(iii) Fyffes shall cause an office copy of the Purchaser shall offer/have taken irrevocable steps jointly Court Order and a copy of the minute required by Section 75 of the Act to be filed with the AMC or to offer an exit option Companies Registration Office and obtain from the Registrar of Companies a Certificate of Registration in relation to the existing unit holders reduction of share capital involved in the Scheme.
(iv) By the time of the Fund Court Hearing, Chiquita and IrHoldco shall cause the IrHoldco Memorandum and Articles of Association to redeem be amended and restated in their units without imposition entirety in the form set forth in Exhibit 8.1(c)(iv), with such changes as Chiquita and Fyffes shall mutually agree.
(v) Chiquita and IrHoldco shall enter into a supplemental indenture in respect of any exit load the Chiquita Convertible Notes containing the provisions required by the Chiquita Convertible Notes Indenture and pursuant to which IrHoldco shall agree to unconditionally guarantee Chiquita’s obligations under the Chiquita Convertible Notes and shall take all such other actions required to be taken by the Chiquita Convertible Notes Indenture with respect to the Chiquita Convertible Notes in compliance connection with the Regulations.
4.3 The Warranties andtransactions contemplated hereby, subject to the Disclosure Letter, in case of Vendor's Warranties, all other provisions of this Agreement insofar as the same shall not have been performed at Completion shall not be extinguished or affected by Completion, or by any other event or matter whatsoever (including, without limitation, registering any satisfaction and/or waiver of any condition contained in Clause 3.1 or Clause 3.2underlying IrHoldco Shares issuable thereunder (if required by applicable Law), except by a specific and duly authorised written waiver or release by the Purchaser or the Vendor as the case may be.
5. OBLIGATIONS OF THE VENDOR BETWEEN EXECUTION AND COMPLETION
5.1 From the date hereof through to the Completion Date, the Vendor shall cause the AMC to conduct its business in the ordinary course, in a manner, and use all reasonable efforts to shall otherwise use all reasonable efforts, so as to ensure that the Vendor's Warranties shall continue to be true and correct on and as of the Completion Date, as if made on such date. The Vendor shall give the Purchaser prompt notice of any event, condition or circumstance occurring from the date hereof until the Completion Date that would constitute a violation or breach of any Vendor's Warranty if such Vendor's Warranty were made as of any date from the date hereof until the Completion Date, or that would constitute a violation or breach of any terms and conditions contained in this Agreement.
5.2 The Vendor shall use its reasonable efforts to cause the AMC to preserve the relationship and goodwill with their clients.
5.3 The Vendor shall cause the AMC to comply in all material respect with all applicable laws, regulations, decrees of any court or regulatory body.
Appears in 1 contract
Samples: Transaction Agreement (Chiquita Brands International Inc)
On Completion. (ia) the Purchaser will execute Exercising Purchasers shall pay the SPA Escrow Agreement and deposit aggregate Call Option Price for all the SPA Escrow Amount in the SPA Escrow Account;
(ii) the Purchaser will on the Completion Date pay Call Option Shares to the Vendor by a bank transfer to the AMC Purchase Price in the manner account indicated by the Vendor; and
(iii) the Purchaser shall offer/have taken irrevocable steps jointly with the AMC or to offer an exit option to the existing unit holders of the Fund to redeem their units without imposition of any exit load in compliance with the Regulations.
4.3 The Warranties and, subject to the Disclosure Letter, in case of Vendor's Warranties, all other provisions of this Agreement insofar as the same shall Vendor not have been performed at Completion shall not be extinguished or affected by Completion, or by any other event or matter whatsoever (including, without limitation, any satisfaction and/or waiver of any condition contained in Clause 3.1 or Clause 3.2), except by a specific and duly authorised written waiver or release by the Purchaser or the Vendor as the case may be.
5. OBLIGATIONS OF THE VENDOR BETWEEN EXECUTION AND COMPLETION
5.1 From the date hereof through to less than [7] days prior the Completion Date, for value to be received by the Vendor on the Completion Date. For the avoidance of doubt, the Vendor shall cause not be obliged to complete the AMC sale of the Call Option Shares unless all the Exercising Purchasers together make full payment of the aggregate Call Option Price;
(b) the Manager shall pay the Class C Preferred Shares Call Option Price for all the Class C Preferred Shares to conduct its business in the ordinary course, in Vendor by a manner, and use all reasonable efforts bank transfer to shall otherwise use all reasonable efforts, so as to ensure that the Vendor's Warranties shall continue to be true and correct on and as of account indicated by the Vendor not less than [7] days prior the Completion Date, for value to be received by the Vendor on the Completion Date;
(c) Against receipt of full payment of the aggregate Call Option Price from the Exercising Purchasers, the Vendor shall deliver to the Exercising Purchasers, duly executed transfer orders of the Call Option Shares in accordance with the details as if made on such dateset out in the Call Option Notice. The Vendor shall give take all necessary actions (including with the Purchaser prompt notice Registrar) which may be necessary and sufficient for the purposes of any event, condition or circumstance occurring completion of transfer of Call Option Shares to Exercising Purchasers;
(d) Against receipt of full payment of the aggregate Class C Preferred Shares Call Option Price from the date hereof until Manager, the Completion Date that would constitute a violation or breach Vendor shall deliver to the Manager, duly executed transfer orders of any Vendor's Warranty if such Vendor's Warranty were made the Class C Preferred Shares in accordance with the details as of any date from set out in the date hereof until the Completion Date, or that would constitute a violation or breach of any terms and conditions contained in this Agreement.
5.2 Class C Preferred Shares Call Option Notice. The Vendor shall use its reasonable efforts to cause take all necessary actions (including with the AMC to preserve Registrar) which may be necessary and sufficient for the relationship and goodwill with their clients.
5.3 The Vendor shall cause purposes of completion of transfer of Class C Preferred Sharesto the AMC to comply in all material respect with all applicable laws, regulations, decrees of any court or regulatory body.Manager. [ ] կամ Կողմերի գրավոր համաձայնությամբ նախատեսված այլ վայրում և/կամ ժամանակ:
Appears in 1 contract
Samples: Call Option Agreement
On Completion. (a) Cordlife Services shall deliver to the Company:
(i) the Purchaser will execute share certificate(s) in respect of the SPA Escrow Agreement Repurchased Shares, together with duly completed and deposit signed transfer in respect of the SPA Escrow Amount Repurchased Shares or such other documents as may be necessary for the transfer of the Repurchased Shares duly executed by Cordlife Services in favour of the SPA Escrow AccountCompany;
(ii) contract notes recording the Purchaser will on sale and purchase of the Repurchased Shares duly executed by Cordlife Services (who is the legal and beneficial owner of the Repurchased Shares) in favour of the Company;
(iii) such waivers, consents and any other documents as are reasonably necessary to give good title to the Repurchased Shares free from all Encumbrance, which shall be requested by writing from the Company at least 7 Business Days prior to Completion Date;
(iv) if any of the same has not been provided prior to Completion, such documents as the Company may require evidencing the fulfillment of the relevant conditions set out Clause 3.1;
(v) written confirmation from Cordlife Services that it is not aware of any act, matter or circumstances which is in breach of or inconsistent with any of the Vendor’s Warranties;
(vi) certified copy of the board resolutions of Cordlife Services approving this Agreement and the transactions hereby contemplated.
(b) the Company shall deliver to Cordlife Services:
(i) certified copy of the board resolutions of the Company approving this Agreement and the transactions hereby contemplated;
(ii) payment of the Consideration to Cordlife Services and/or its nominee by telegraphic transfer of the amount payable to an account designated by Cordlife Services (and notified to the Company not later than three (3) Business Days prior to the Completion Date pay to Date) or in such other manner as may be agreed between Cordlife Services and the Vendor the AMC Purchase Price Company in the manner indicated by the Vendorwriting; and
(iii) written confirmation from the Purchaser shall offer/have taken irrevocable steps jointly Company that it is not aware of any act, matter or circumstances which is in breach of or inconsistent with the AMC or to offer an exit option to the existing unit holders any of the Fund to redeem their units without imposition of any exit load in compliance with the RegulationsPurchaser’s Warranties.
4.3 The Warranties and, subject to the Disclosure Letter, in case of Vendor's Warranties, all other provisions of this Agreement insofar as the same shall not have been performed at Completion shall not be extinguished or affected by Completion, or by any other event or matter whatsoever (including, without limitation, any satisfaction and/or waiver of any condition contained in Clause 3.1 or Clause 3.2), except by a specific and duly authorised written waiver or release by the Purchaser or the Vendor as the case may be.
5. OBLIGATIONS OF THE VENDOR BETWEEN EXECUTION AND COMPLETION
5.1 From the date hereof through to the Completion Date, the Vendor shall cause the AMC to conduct its business in the ordinary course, in a manner, and use all reasonable efforts to shall otherwise use all reasonable efforts, so as to ensure that the Vendor's Warranties shall continue to be true and correct on and as of the Completion Date, as if made on such date. The Vendor shall give the Purchaser prompt notice of any event, condition or circumstance occurring from the date hereof until the Completion Date that would constitute a violation or breach of any Vendor's Warranty if such Vendor's Warranty were made as of any date from the date hereof until the Completion Date, or that would constitute a violation or breach of any terms and conditions contained in this Agreement.
5.2 The Vendor shall use its reasonable efforts to cause the AMC to preserve the relationship and goodwill with their clients.
5.3 The Vendor shall cause the AMC to comply in all material respect with all applicable laws, regulations, decrees of any court or regulatory body.
Appears in 1 contract
On Completion. (i) the Purchaser will execute the SPA Escrow Agreement and deposit the SPA Escrow Amount in the SPA Escrow Account;
(ii) the Purchaser will on the Completion Date pay to the Vendor the AMC Purchase Price in the manner indicated by the Vendor; and
(iii) the Purchaser shall offer/have taken irrevocable steps jointly with the AMC or to offer an exit option to the existing unit holders of the Fund to redeem their units without imposition of any exit load in compliance with the Regulations.
4.3 The Warranties and, subject to the Disclosure Letter, in case of Vendor's Warranties, all other provisions of this Agreement insofar as the same shall not have been performed at Completion shall not be extinguished or affected by Completion, or by any other event or matter whatsoever (including, without limitation, any satisfaction and/or waiver of any condition contained in Clause 3.1 or Clause 3.2), except by a specific and duly authorised written waiver or release by the Purchaser or the Vendor as the case may be.
5. OBLIGATIONS OF THE VENDOR BETWEEN EXECUTION AND COMPLETION
5.1 From the date hereof through to the Completion Date, the Vendor shall cause the AMC to conduct its business in the ordinary course, in a manner, and use all reasonable efforts to shall otherwise use all reasonable efforts, so as to ensure that the Vendor's Warranties shall continue to be true and correct on and as of the Completion Date, as if made on such date. The Vendor shall give the Purchaser prompt notice of any event, condition or circumstance occurring from the date hereof until the Completion Date that would constitute a violation or breach of any Vendor's Warranty if such Vendor's Warranty were made as of any date from the date hereof until the Completion Date, or that would constitute a violation or breach of any terms and conditions contained in this Agreement.
5.2 The Vendor shall use its reasonable efforts to cause the AMC to preserve the relationship and goodwill with their clients.
5.3 The Vendor shall cause the AMC to comply in all material respect with all applicable laws, regulations, and decrees of any court or regulatory body.
Appears in 1 contract
