Other Closing Actions. TraQiQ shall have received such other certificates, instruments and documents in confirmation of the representations and warranties of the Mimo Parties or in furtherance of the transactions contemplated by this Agreement as TraQiQ or its counsel may reasonably request including, but not limited to, the Audit Report of its independent third party auditor.
Other Closing Actions. Effective as of the Closing:
(a) Harsco US and Harsco UK shall cease to have any rights or obligations under the Investor Rights Agreement, dated as of November 26, 2013, by and among Harsco US, CD&R, the Upper Tier Partnership, the Lower Tier Partnership, the General Partner, and Brand (f/k/a Bullseye Investors, Inc.) (the “Investor Rights Agreement”) other than (i) the obligations contained in Section 5.4 of the Investor Rights Agreement (related to confidentiality), which shall remain in full force and effect, and (ii) 1002270138v12 the rights to certain financial information set forth in Section 2.11 of the Investor Rights Agreement, which shall only terminate after delivery of the information required thereby in respect of the accounting periods through the end of the current fiscal year, including delivery by Brand of its annual report in respect of the current fiscal year.
(b) Brand shall pay, or cause to be paid, to Harsco US, the Additional Consulting Fee (as defined in the Consulting Agreement) that is accrued but unpaid as of the date hereof in the amount of $1,356,058.48 and $35,896.42 with respect to unpaid rent and expenses for the period prior to September 15, 2016. Following such payment, the Consulting Agreement, dated as of November 26, 2013, by and among Brand (f/k/a Bullseye Investors, Inc.), Bullseye Midco, Inc., Brand Opco and Harsco US (the “Consulting Agreement”) shall terminate in accordance with Section 4 thereof by execution of a termination agreement in the form attached hereto as Exhibit E, and the Indemnification Agreement, dated as of November 26, 2013, by and among the Upper Tier Partnership, the Lower Tier Partnership, Brand (f/k/a Bullseye Investors, Inc.), Bullseye Midco, Inc., Brand Opco and Harsco US, shall terminate and be of no further force and effect, other than in respect of claims relating to or arising during the period prior to Closing, with respect to which the Indemnification Agreement shall continue to be in effect, by execution of a termination agreement in the form attached hereto as Exhibit F.
(c) Harsco US shall cause all of its appointees to the board of directors of Brand to resign.
Other Closing Actions. (a) At the Closing, Covanta and the City (or a City Designee, as the case may be) shall sign assumption and assignment agreements, substantially satisfactory to the Parties, with respect to the Assigned Contracts, which shall necessarily include the Mighty Ducks Agreement.
(b) At the Closing, all licenses, assignments or quitclaim deeds of parking facilities and other transfer documents required to effectuate the transaction described in this Agreement shall be executed and delivered.
(c) At the Closing, the Parties shall sign and deliver the Mutual Release.
Other Closing Actions. On or prior to the Closing, the Sellers and the Purchaser shall cause the following Ancillary Agreements to be entered into: (a) Transition Services Agreements; (b) Amendment to Iberia Representation Agreement; (c) Amendment to Program Origination Services Agreement; (d) Amendment to Sales Services Agreement — Contribution; (e) Amendment to Sales Services Agreement — PTVLA; (f) Amendment to Sales Services Agreement — Venus; (g) Amendment to Transponder Lease Agreement — Claxson; (h) Amendment to Transponder Lease Agreement — Turner; (i) Assignment and Assumption Agreement; (j) Escrow Agreement; (k) Film Storage Services Agreement; (l) Satellite Transponder Segment Agreement; and (m) Technical Services Agreement.”
Other Closing Actions. On the Closing Date, immediately after the Deed of Transfer shall have been executed:
(a) the Acquiring Party and/or Purchaser shall pass a resolution of the general meeting of shareholders of the Company resolving to:
(i) amend the Articles, pursuant to a notarial deed of amendment of the Articles (the “Deed of Amendment”), in order to (inter alia), provide for managing directors A and B, designate both the Directors as a managing director B and introduce a two-signature system whereby a managing director B can only represent the Company acting together with a managing director A; and
(ii) appoint three individuals as determined by the Purchaser in its sole discretion as the new managing directors A of the Company and appoint Xx. Xxxxxx xxx Elsas and Xx. Xxxx xxx Eenennaam as managing directors B of the Company. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
(b) the Civil Law Notary shall amend, pursuant to the Deed of Amendment, the Articles; and
(c) the management board of the Company shall grant to each Director a power of attorney in the Agreed Form authorising them to individually carry out and perform the day-to-day management of the Company, subject to the restrictions laid down in such power of attorney.
Other Closing Actions. (i) The Seller and (effective as of the Closing) the Purchaser shall notify the Company in writing of the occurrence of the Closing and the sale and transfer at the Closing of the Shares from the Seller to the Purchaser, and shall jointly instruct and appoint each member of the Company Board, each acting individually with full power of substitution, to do all such acts and things in connection with or for the purpose of giving full effect to the sale and transfer at the Closing of the Shares in accordance with this Agreement, including registering the sale and transfer of the Shares in the Shareholders’ Register at the Closing as contemplated by Section 2.05(b)(i). (ii) Following the Closing, the Purchaser shall, and shall cause the Company and the Company Subsidiaries, to (A) as applicable and when required under any applicable Law, appropriately update the applicable UBO Register or any equivalent register for the Company or any Company Subsidiary organized outside the EU and (B) without limiting the generality of the foregoing, as promptly as practicable following the Closing, and no later than one month after Closing, appropriately update the Luxembourg Register of Beneficial Owners (Registre des Bénéficiaires Effectifs) and the Commercial and Companies Register of Luxembourg in accordance with applicable Laws.
Other Closing Actions. Effective as of the Closing: (a) Harsco US and Harsco UK shall cease to have any rights or obligations under the Investor Rights Agreement, dated as of November 26, 2013, by and among Harsco US, CD&R, the Upper Tier Partnership, the Lower Tier Partnership, the General Partner, and Brand (f/k/a Bullseye Investors, Inc.) (the “Investor Rights Agreement”) other than (i) the obligations contained in Section 5.4 of the Investor Rights Agreement (related to confidentiality), which shall remain in full force and effect, and (ii) 4 1002270138v12 Exhibit 2.1 the rights to certain financial information set forth in Section 2.11 of the Investor Rights Agreement, which shall only terminate after delivery of the information required thereby in respect of the accounting periods through the end of the current fiscal year, including delivery by Brand of its annual report in respect of the current fiscal year.
Other Closing Actions. (i) The Seller and (effective as of the Closing) the Purchaser shall notify the Company in writing of the occurrence of the Closing and the sale and transfer at the Closing of the Shares from the Seller to the Purchaser, and shall jointly instruct and appoint each member of the Company Board, each acting individually with full power of substitution, to do all such acts and things in connection with or for the purpose of giving full effect to the sale and transfer at the Closing of the Shares in accordance with this Agreement, including registering the sale and transfer of the Shares in the Shareholders’ Register at the Closing as contemplated by Section 2.05(b)(i).
(ii) Following the Closing, the Purchaser shall, and shall cause the Company and the Company Subsidiaries, to (A) as applicable and when required under any applicable Law, appropriately update the applicable UBO Register or any equivalent register for the Company or any Company Subsidiary organized outside the EU and (B) without limiting the generality of the foregoing, as promptly as practicable following the Closing, and no later than one month after Closing, appropriately update the Luxembourg Register of Beneficial Owners (Registre des Bénéficiaires Effectifs) and the Commercial and Companies Register of Luxembourg in accordance with applicable Laws.
(iii) Each Party agrees to provide to the other Parties such other information, to execute such other documents and instruments and to do such other things at or in connection with the Closing as any other Party may reasonably request for the purpose of consummating the Closing in accordance with this Agreement.
(iv) At the Closing, the Parties shall effect, or cause to be effected, the actions and transactions set forth in the Closing Step Plan (the “Additional Closing Steps”), in the order as described in the Closing Step Plan, with such amendments and modifications as may be necessary to comply with the timing of local legal processes or legal requirements, and to effectuate the intent and purpose of the Parties under this Agreement. In furtherance of the foregoing, the Parties agree that they shall, and shall cause their respective Subsidiaries to, execute and deliver such consents and approvals, and take all such actions, as are necessary to execute the transactions described in the Closing Step Plan, in accordance with applicable local laws and regulations.
Other Closing Actions. 8.1 On or before 11.00 a.m. (CET) on the Closing Date:
8.1.1 the Swiss Seller Entity, the Purchaser and the Designated MAO shall execute the Assignment Agreement and Bill of Sale;
8.1.2 each of the Parties shall execute the Transition Services Agreement attached to this Agreement as Exhibit C; and
8.1.3 the Seller shall deliver to the Purchaser letters of resignation duly executed by the directors and officers of each of the Purchased Entities in mutually agreed form, pursuant to which such persons resign from their positions on the Purchased Entities’ board of directors or similar governing body or as corporate officers of the Purchaser Entities effective as of the Closing Date.
8.2 Simultaneously with the completion of the actions described in Sections 1 to 8.1, the Purchaser shall pay, by wire transfer to the bank account designated in writing by the Seller (such designation to be made by the Seller at least five (5) Business Days prior to the Closing Date), an amount in immediately available funds equal to the Closing Purchase Price.
8.3 Each of the Parties shall carry out and shall cause each of their respective Affiliates to take any action and execute and exchange any other documents or instruments as may be necessary to transfer to the Purchaser (or to the Designated U.S. Purchaser, the Designated MAO or the Designated MAH, as applicable) its right, title and interest to the Purchased Interests, the Purchased Loan Rights and the Specified Marketing Authorizations free and clear of all Liens other than Permitted Liens.
Other Closing Actions
