Other Salient Terms. In addition, pursuant to the SPA:-
(a) The Company shall commence to make the share transfer transaction as per the agreed percentage to the Acquirers upon the satisfaction of the Conditions Precedent specified in Section 3.3.
(b) After the Agreement Date, the Company shall continue to execute the operation as usual in accordance with the original scope of works, duties and responsibilities and ensure the following:
i. Not to issue dividends, bonus, sale or pledge of shares to any third parties without the consent from the Acquirers;
ii. Notify the Acquirers on time of any incidents with material adverse impacts on the execution of this Agreement;
iii. Not to make any corporate guarantees, financial loans and investments without the consent from the Acquirers; not to make new borrowings from banks or any third parties without the consent from the Acquirers;
iv. Notify the Acquirers on time of any changes and amendments of the existing contractual agreements; not to sign new contractual agreements with any third parties without the consent from the Acquirers; not to do any transactions unfavorable to the business operation and financials.
v. Not to do any transaction resulting in the reduction of the asset values;
vi. Not to purchase any assets from third parties without the consent from the Acquirers;
vii. Not to make any IPT transactions;
viii. Notify the Acquirers on time of any changes of employment of staff; maintain the stability of the existing employees; not to terminate technical and management personnel; not to modify the existing employment agreements;
ix. Tritech Environmental and/or the Target Subsidiaries shall not incur any losses are abnormal or out of the ordinary course of business from the Agreement Date;
x. Not to disclose any trade secrets of Tritech Environmental and the Target Subsidiaries to any third parties; and
xi. Shall not do any such acts or enter into any such transactions which are not in the interests of Tritech Environmental and the Target Subsidiaries.
(c) Should there be any matters which are not disclosed by the Company or if such prior disclosure is untrue or there is a breach of the warranties provided by the Company in connection with Tritech Environmental and/or the Target Subsidiaries which leads to either a materially adverse effect or a negative effect on the net asset value of Tritech Environmental and/or the Target Subsidiaries to which the Acquirers incurs losses, the Acquirers shall have the right to terminate...
Other Salient Terms. Either party to the SPA may by written notice terminate the SPA (save for certain surviving clauses) upon the occurrence of certain customary events, including without limitation, a material breach of warranties or of any covenants and agreements required to be performed or cause to be performed by the other party on or before Completion. The Company may by written notice to the Vendors, vice versa, at any time prior to Completion terminate the SPA (save for certain surviving clauses) upon the occurrence of certain customary events, including without limitation, the failure to fulfill the conditions precedent, material breaches of the Vendors’ warranties, and if the Proposed Transactions contemplated in the SPA cannot be proceeded with for any reason. The Vendors have jointly, severally and irrevocably undertaken to keep the Company fully and effectively indemnified against any and all losses, costs, damages, claims, demands, actions, proceedings, liabilities and expenses whatsoever (including but not limited to all legal costs or attorney’s fees on a full indemnity basis) that the Purchaser may incur or suffer in connection with or arising from any gross, wilful and negligent misstatement or material breach of any of the Vendors’ Warranties and/or any failure by the Vendors to fulfil any agreement, covenant or condition under the SPA. Likewise, the Company has irrevocably undertaken to keep the Vendors fully and effectively indemnified against any and all losses, costs, damages, claims, demands, actions, proceedings, liabilities and expenses whatsoever (including but not limited to all legal costs or attorney’s fees on a full indemnity basis) that the Vendors may incur or suffer in connection with or arising from any gross, wilful and negligent misstatement or material breach of any of the Company’s warranties and/or any failure by the Company to fulfil any agreement, covenant or condition under the SPA.
Other Salient Terms. The Company has undertaken, inter alia, the following obligations for the period between the date of the Subscription Agreement and Completion (both dates inclusive):
(a) the Company shall not incur any liabilities exceeding the Liabilities Threshold without the prior written consent of the Investor (such consent not to be unreasonably withheld or delayed);
(b) the Company’s existing trading business shall operate at positive earnings before interest, taxes, depreciation, and amortisation (“EBITDA”) or be cash-flow neutral at all times (corporate expenses of the Company such as audit, independent directors’ fees, fees payable to SGX-ST and other miscellaneous fees associated with maintaining its listing status shall be excluded from the calculation of EBITDA); and
(c) the Company shall pay, terminate and/or discharge all existing loans, leases, rental arrangements and encumbrances (including charges, mortgages and guarantees) of the Company, prior to Completion Date. The Investor has undertaken, inter alia, the following obligations:
(i) procure that the Company commences new profitable trading activities within 20 business days after the Completion Date; and
(ii) take reasonable efforts to support the Company to exit the SGX-ST Watch-List.
Other Salient Terms. In addition pursuant to the SPA:-
(a) If trade and other receivables and trade receivable-retention sum reflected in the Special Audit are uncollectible, despite the Purchaser and/or Presscrete using reasonable efforts, the uncollectable amount shall be written-off to reduce the Consideration.
(b) The Sellers, and the Sellers will procure that the Sellers Group, shall not for a period of 3 years from the latest date of issuance of the Certificate of Substantial Completion for all the Agreed Projects, carry on or be engaged in, directly or indirectly, whether as a shareholder, director, partner, agent or otherwise in any business which competes with the specialised engineering business carried on by Presscrete during the period of one year prior to completion. For the avoidance of doubt, the above non-compete limitation does not preclude the Group from its existing ground and structural engineering division business, which involves, inter alia, the Provision of ground engineering services such as site investigations, soils and ground testing, geophysical survey, engineering survey, geotechnical instrumentation & monitoring, design & consultancy, inspection & supervision, project planning & management.
Other Salient Terms. The Company may by written notice to the Vendors terminate the SPA (save for certain surviving clauses) upon the occurrence of certain customary events, including without limitation, the failure to fulfill the conditions precedent, material breaches of the Vendors’ or the Target’s warranties, and material adverse changes to the business and financial condition of the Target Group. The Vendors have undertaken to bear the fees, costs and expenses incurred by the Company in relation and incidental to the negotiation, preparation, execution and performance by the Company of the SPA and all of the Proposed Transactions (including but not limited to the stamp duty payable upon transfer of the Sale Shares). Save as described above, there are no further material terms of the SPA.
Other Salient Terms
