PRE-COMPLETION OBLIGATIONS. 5.1. As from the date of this Agreement until Completion and unless required otherwise under any Project Document, the Company undertakes to the Corporation that it shall subject to complying with all applicable law and save as otherwise provided for in this Agreement and/or other Project Documents: (a) carry on its Business in the ordinary and usual course and, subject to this, in the same manner as it was operated prior to the date of this Agreement, and it shall take all reasonable commercial steps to maintain its trade and trade connections; (b) take all reasonable steps to protect its assets; (c) timely repay all debts incurred in the ordinary course of Business; (d) promptly give to the Corporation full details of any material change in its Business, financial position and/or assets; (e) to the extent permitted by law, allow the Corporation, upon reasonable notice and during normal business hours, access to the books and records (including all statutory books, minute books, accounts, etc.), except for any information and documents relating to the technologies and customers of the Company, together with the right to take copies of any such documents and subject to an obligation to return such copies on demand if this Agreement is terminated for any reason and instruct its directors to give promptly all such information and explanations to the Corporation as may be requested by it as can be provided without unreasonable expense or effort; (f) not do or omit to do any acts or things, which may result in a Material Adverse Change; (g) not Dispose of or create any Encumbrance over any Intellectual Property or other Key Asset; (h) not enter into any joint venture or partnership with any other person; (i) not declare or pay any dividend or make any other distribution; (j) not lend or borrow any money to/from third parties having a value in excess of 10% (ten per cent.) of the balance sheet value of the Company’s assets; (k) not enter into any guarantee, indemnity, surety or other type of security arrangement in excess of 10% (ten per cent.) of the balance sheet value of the Company’s assets; and (l) not grant, modify, terminate, or agree to grant, modify or terminate any rights or enter into any agreement relating to its Intellectual Property or otherwise permit any of its rights relating to Intellectual Property to lapse; and, for the avoidance of doubt, the parties to this Agreement agree that none of the pre-completion obligations set out in this clause 5.1 shall be deemed to have been breached by virtue of the Fryazino Properties Purchase, to be completed on or around the date hereof.
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PRE-COMPLETION OBLIGATIONS. 5.1. As from 6.1 The Vendor shall procure that (subject to clauses 6.9, 6.31 and 10.2 and other than (i) pursuant to the Pre-Completion Restructuring and (ii) entering into the Handset Earnout Agreement) between the date of this Agreement until and Completion all Target Companies and unless required otherwise under any Project DocumentComtek shall carry on business in the normal and ordinary course. Further, the Vendor will procure that (save with the prior written consent of the Purchaser) no Target Company undertakes to or Comtek shall between the Corporation that it shall subject to complying with all applicable law and save as otherwise provided for in date of this Agreement and/or other Project Documents:and Completion:-
(a) carry on its Business save in the normal and ordinary and usual course andof business:
(i) cause or permit any amendments to its memorandum of association or articles of association;
(ii) give or allow to exist any further debenture, subject to thismortgage, in charge or other encumbrance over any of its assets or undertaking;
(iii) allot, issue, grant any options over, convert any share capital or issue any share warrants or securities convertible into shares;
(iv) sell, transfer or otherwise dispose of the same manner as it was operated prior to the date whole or any material part of this Agreementits business, and it shall take all reasonable commercial steps to maintain its trade and trade connections;undertakings or assets; or
(v) give any financial or other guarantees, securities or indemnities for any purpose; or
(b) take all reasonable steps to protect its assets;commence any material litigation or settle or compromise any material claim or dispute in which it is involved; or
(c) timely repay all debts incurred save as Disclosed, adopt or amend any pension scheme or employee or compensation benefit plan, including any share option scheme, or amend any compensation, benefit, entitlement, grant or award provided or made under any such plan, except in each case as required by law, or (save for budgeted amounts which have been Disclosed) pay any special bonus or special remuneration to any employee or non-employee director or increase the salaries or wage rates of its employees, or add any new members to the board of directors of it ; or
(d) grant or pay, or enter into any Contract providing for the granting of any severance or termination pay to any person;
(e) enter into any agreement for the purchase, sale or lease of any real property (other than the acquisition of the Hungarian Property by Filtronic (Hungary) Kft);
(f) other than as Disclosed in the Disclosure Letter, make any change in the terms and conditions of employment of any employee of any Target Company or Comtek outside the ordinary course of business of the relevant Target Company or Comtek;
(g) fail to maintain its existing insurance cover; and
(h) fail to pay its creditors in the ordinary course of Business;
its business and within its normal terms of payment of such creditors (d) promptly give and the Vendor shall procure the delivery to the Corporation full details of any material change in its Business, financial position and/or assets;
(e) to the extent permitted by law, allow the Corporation, upon reasonable notice and during normal business hours, access to the books and records (including all statutory books, minute books, accounts, etc.), except for any information and documents relating to the technologies and customers Purchaser of the Company, together with the right to take copies of any such documents and subject to an obligation to return such copies on demand if this Agreement is terminated for any reason and instruct its directors to give promptly all such information and explanations to the Corporation as may be requested by it as can be provided without unreasonable expense or effort;
(f) not do or omit to do any acts or things, which may result in a Material Adverse Change;
(g) not Dispose of or create any Encumbrance over any Intellectual Property or other Key Asset;
(h) not enter into any joint venture or partnership with any other person;
(i) not declare or pay any dividend or make any other distribution;
(j) not lend or borrow any money to/from third parties having a value in excess of 10% (ten per centPre-Completion Creditor List).) of the balance sheet value of the Company’s assets;
(k) not enter into any guarantee, indemnity, surety or other type of security arrangement in excess of 10% (ten per cent.) of the balance sheet value of the Company’s assets; and
(l) not grant, modify, terminate, or agree to grant, modify or terminate any rights or enter into any agreement relating to its Intellectual Property or otherwise permit any of its rights relating to Intellectual Property to lapse; and, for the avoidance of doubt, the parties to this Agreement agree that none of the pre-completion obligations set out in this clause 5.1 shall be deemed to have been breached by virtue of the Fryazino Properties Purchase, to be completed on or around the date hereof.
Appears in 1 contract
Samples: Share Purchase Agreement (Powerwave Technologies Inc)
PRE-COMPLETION OBLIGATIONS. 5.1. As 6.1 The Subscriber shall procure that, from the date of this Agreement until Completion, in the absence of the prior written consent of the Company which shall not be unreasonably withheld, KR 1875 shall not (insofar as relates to the NewCo Assets or the Business) and NewCo shall not do or agree to do any of the following:
(a) disposing of or granting any Encumbrance other than the Permitted Property Encumbrances over any of the Owned Immovable Property, the Land Plot or the NewCo Land Plot;
(b) entering into, modifying or terminating any Building Lease or Current Utility Agreement;
(c) giving any guarantee or indemnity other than any guarantee or indemnity under the Permitted Property Encumbrances;
(d) acquiring any asset or disposing of or granting any Encumbrance other than the Permitted Property Encumbrances over any asset (being, in the case of KR 1875, a NewCo Asset) having a book value in excess of [**] Dollars (USD [**]);
(e) making any capital commitment in excess of [**] Dollars (USD [**]) individually or which together with all other such capital commitments entered into between the date of this Agreement and Completion exceeds [**] Dollars (USD [**]) in aggregate;
(f) borrowing further money under the Sberbank Facility Agreement;
(g) instituting or settling any legal proceedings (except for any proceedings to challenge any Tax determination made by a Tax Authority against KR 1875 or NewCo and unless required otherwise debt collection in the ordinary course of the Business);
(h) failing to take any action to maintain in force any of its insurance policies or doing anything to make any policy of insurance void or voidable or reducing the level of insurance cover provided; or
(i) making any Tax election or settling or compromising any liability to Tax or submitting any Tax return that is inconsistent with past practice or incurring any liability for Tax other than in the ordinary course of business.
6.2 The Subscriber shall procure that, from the date of this Agreement until Completion, in the absence of the prior written consent of the Company which shall not be unreasonably withheld, NewCo shall not do or agree to do anything of the following:
(a) borrowing money or incurring any Indebtedness;
(b) granting any loan, advance or capital contribution to any other person;
(c) reducing its charter capital or purchasing or redeeming any of its shares;
(d) acquiring any shares, participation interest or other interest in any person or other venture or acquiring any business carried on by any person;
(e) incurring or paying any management charge or making any other payment in each case to any member of the Subscriber’s Group or any Connected Person of a member of the Subscriber’s Group other than the management charge payable to KR Service under the terms of the agreement for provision of services of supervision, management and maintenance of the facilities between NewCo and KR Service executed in accordance with Clause 6.22;
(f) declaring, making or paying any Project Documentdividend or other distribution;
(g) creating, allotting or issuing any shares or other securities;
(h) creating, issuing, redeeming or granting any option or right to subscribe in respect of any shares or other securities;
(i) amending or supplementing its charter or passing any resolution that is inconsistent with its charter;
(j) making any change to the accounting procedures, policies, reference date or treatment by reference to which its accounts or other financial statements are prepared; or
(k) revaluing any of its fixed assets.
6.3 The Company shall, within [**] Business Days of the date of this Agreement, retain a consultant duly accredited by the Extraordinary Situations Ministry of the Russian Federation agreed between the Parties, acting reasonably (such consultant, the “Fire Safety Consultant”) to perform an audit in respect of the compliance of the Owned Immovable Property (including the plant and equipment located in the Owned Immovable Property) and the area of the NewCo Land Plot with the applicable fire safety regulations of the Russian Federation and to report in writing on the outcome of such audit. The terms of reference of the Fire Safety Consultant, any instructions given to it and its fees shall be agreed in writing between the Parties, acting reasonably. The Subscriber shall be entitled to attend any meeting with the First Safety Consultant and to receive a copy of all material correspondence with the Fire Safety Consultant. The Parties shall use their respective reasonable endeavours to procure that the Fire Safety Consultant delivers its report within [**] Business Days of its appointment. The Subscriber shall procure that KR 1875 shall promptly provide to the Fire Safety Consultant all such access to premises and information as it reasonably requires for the purposes of performing its audit. In the event that, in its report, the Fire Safety Consultant advises that any of the Owned Immovable Property (including any plant and equipment located in the Owned Immovable Property) or any other matter subsisting on the area of the NewCo Land Plot is not compliant in any material respect with the applicable fire safety regulations of the Russian Federation, then:
(a) if the Parties, acting through their respective technical specialists, are unable to agree mutually acceptable terms for the resolution of such matters at the expense of the Subscriber (which may take the form of a supplement to the List of Defects setting out a list of remedial works to be performed in order to remedy such matters and the costs associated with such works) within [**] Business Days of the date of delivery of the Fire Safety Consultant’s report, the matter shall be referred to the Parties’ respective management executives for resolution;
(b) if the Parties, acting through their respective management executives are unable to agree such terms within [**] Business Days of the matter being referred to them, then the matter shall be referred to Mr. [**] (acting for the Subscriber) and Mr. Xxxxxxx Volozh (acting for the Company) for resolution; and
(c) in the event that the Parties shall not have agreed such terms by way of an agreement in writing (expressly stated to be the final agreement for the purposes of this Clause 6.3(c)) by the earlier of:
(i) the expiry of [**] Business Days of the date of delivery of the Fire Safety Consultant’s report; and
(ii) the date on which the last of the Conditions is satisfied or waived in accordance with this Agreement, the Company undertakes may terminate this Agreement by notice in writing to the Corporation Subscriber.
6.4 Unless otherwise agreed between the Company and the Subscriber in writing or as set out in Clause 9.5, the Subscriber shall procure that it shall subject KR 1875 (insofar as relates to complying with all applicable law the NewCo Assets or the Business) and save as otherwise provided for in this Agreement and/or other Project DocumentsNewCo shall:
(a) carry on its the Business in the ordinary and usual course and, subject to this, in all material respects in accordance with applicable law in substantially the same manner as it was operated prior to the date of this Agreement, and it shall take all reasonable commercial steps to maintain its trade and trade connections;
(b) take use all reasonable steps endeavours to preserve and protect its assetsthe Business and the NewCo Assets (including maintenance of the Building Leases);
(c) timely repay not remove any physical assets included in the Transfer Act from any of the Owned Immovable Property or otherwise dispose of any such physical assets save in the ordinary and usual course of business; and
(d) settle all debts incurred in the ordinary course of Businessbusiness within the applicable periods of credit.
6.5 The Subscriber shall allow the Company and its Agents during normal working hours:
(a) access, upon reasonable notice, to inspect and examine the Owned Immovable Property, the Utility Facilities and the Land Plot from time to time; and
(b) the right to inspect and make copies of any agreements and ownership title documents relating to the NewCo Assets and the accounts of NewCo from time to time upon reasonable request from the Company.
6.6 The provisions of Clauses 6.1, 6.2 and 6.4(a) shall not prohibit the performance by KR 1875 or NewCo of any action required by this Agreement, including the terms of the Reorganisation Plan.
6.7 The Subscriber shall not, and shall procure that no member of the Subscriber’s Group (including KR 1875 and NewCo) shall, between the date of this Agreement and Completion, without the prior written consent of the Company:
(a) make any amendment to or terminate any of the Sberbank Facility Documents; or
(b) enter into any new Sberbank Security Document, other than as required by the Sberbank Credit Committee Conditions.
6.8 The Subscriber shall use reasonable endeavours to procure that:
(a) the terms of any amendment to any of the Sberbank Facility Documents or new Sberbank Security Document required by the Sberbank Credit Committee Conditions are (save to the extent expressly required by the Sberbank Credit Committee Conditions) not worse in any material respect for the obligors thereunder than the Sberbank Facility Documents subsisting as at the date of this Agreement; and
(b) the Sberbank Facility Agreement shall be amended to exclude provisions that are irrelevant or not applicable to NewCo, and shall promptly notify the Company in the event that Sberbank requires any terms contrary to paragraph (a) or (b), above.
6.9 The Subscriber shall procure that Gleden shall enter into the Gleden Lease and that the Gleden Lease is registered in the Real Estate Register by Completion.
6.10 Without prejudice to Clause 4.4, the Subscriber shall, and shall procure that KR 1875 and (to the extent relevant) NewCo shall take all steps within its power or control:
(a) to implement the Reorganisation in accordance with the Reorganisation Plan;
(b) to implement the Land Plot Separation in accordance with Schedule 13 (Land Plot Separation); and
(c) to implement the Utilities Separation in accordance with Schedule 14 (Utilities).
6.11 The Subscriber shall keep the Company fully informed of the progress of:
(a) the Reorganisation;
(b) the registration of the Owned Immovable Property in the Real Estate Register;
(c) the Land Plot Separation; and
(d) promptly give the Utility Separation and all associated negotiations with the relevant providers of the Utilities, and shall provide the Company with all documents relating to any of the Corporation full details above on a bi-weekly basis.
6.12 The Subscriber shall procure that the Company is given a reasonable opportunity to review and comment on each draft of any material change document to be submitted or executed for the purposes of formalising any of the matters referred to in Clause 6.11.
6.13 Without prejudice to the generality of Clause 6.12, the Subscriber shall as soon as possible after the date of this Agreement prepare and deliver to the Company for its Businessapproval a draft of the Transfer Act, financial position and/or assets;including a list of all existing creditors of KR 1875. Such Transfer Act shall be prepared based on an inventory of the assets and obligations of KR 1875 carried out by the Subscriber prior to the date of this Agreement, and shall include as assets to be transferred to NewCo the NewCo Assets (other than the assets to be sold under the Assets SPA) and the accounts receivable due from Yandex LLC under the Assets SPA. In the event that the Parties have not agreed the final terms of the Transfer Act in writing within ten (10) Business Days of the date on which the first such draft is delivered to the Company, the Company may terminate this Agreement by notice in writing to the Subscriber.
6.14 The Subscriber shall procure that KR 1875 shall notify Sberbank within three (e3) Business Days of the date of adoption of the resolution on the Reorganisation and fulfill the other requirements of the Sberbank Credit Committee Conditions.
6.15 The Subscriber shall procure that KR 1875 shall, prior to completion of the Reorganisation, re-register its title to [**] and [**] in the Real Estate Register so as to reflect recent renovation performed in relation to these buildings.
6.16 The Subscriber shall procure that, prior to Completion, KR 1875 shall have executed with the relevant parties the documents formalising the transfer of the networks a list of which is annexed to the certificate of the results of the partial implementation of the investment project (in Russian: акт о результатах частичной реализации инвестиционного проекта) in respect of the Investment Contract referred to in paragraph 9 of Part 1 (Company’s Conditions) of Schedule 1 (Conditions).
6.17 The Company shall be entitled to perform the Confirmatory Due Diligence prior to Completion. The Subscriber shall provide, and shall procure that KR 1875 and NewCo shall provide to the Company and its Agents all such documents and information, and all such access to premises during normal working hours, as they may reasonably request from time to time for the purposes of the Confirmatory Due Diligence.
6.18 The Subscriber shall procure that each of the Excluded Building Leases shall (to the extent permitted by lawit shall not have expired) be terminated prior to Completion, allow the Corporation, upon reasonable notice and during normal business hours, access to the books and records (including all statutory books, minute books, accounts, etc.), except for such that NewCo shall have no liability or obligation in respect of any information and documents relating to the technologies and customers of the CompanyExcluded Business Leases following Completion.
6.19 The Subscriber shall procure that KR 1875 shall, together with and the right to take copies of any such documents and subject to an obligation to return such copies on demand if this Agreement is terminated for any reason and instruct its directors to give promptly all such information and explanations to the Corporation as may be requested by it as can be provided without unreasonable expense or effort;
(f) not do or omit to do any acts or thingsCompany shall procure that Yandex LLC shall, which may result in a Material Adverse Change;
(g) not Dispose of or create any Encumbrance over any Intellectual Property or other Key Asset;
(h) not enter into any the Yandex Leases Deposit Amendments by no later than 24 March 2016.
6.20 The Parties shall use their respective reasonable endeavours to negotiate and agree, by 1 June 2016, the terms and conditions of an agreement for joint venture or partnership with any other person;
use of the driveways indicated on the plan set out in Part 2 of Schedule 13 (Land Plot Separation) reflecting the principles set out in Part 3 of Schedule 13 (Land Plot Separation) to be entered into between KR 1875 and NewCo. In the event that the Parties shall have agreed the terms and conditions of such agreement by the date indicated above, the Subscriber shall procure that KR 1875 and NewCo shall enter into such agreement within five (5) Business Days following the later of: (i) not declare or pay any dividend or make any other distribution;
the date of agreement between the Parties on its terms and conditions; and (jii) not lend or borrow any money to/from third parties having a value in excess of 10% (ten per cent.) the date of the balance sheet value state registration of NewCo.
6.21 In the event that the Parties fail to agree on the terms and conditions of the Company’s assets;
(k) not enter into any guarantee, indemnity, surety or other type of security arrangement in excess of 10% (ten per cent.) agreement for joint use of the balance sheet value driveways in accordance with Clause 6.20, the Parties shall use their respective reasonable endeavours to negotiate and agree by Completion on a layout of reciprocal easements to be established on the Land Plot for the benefit of NewCo and KR 1875 for the purposes of passage (by vehicle and on foot) within and through the Land Plot and shall confirm their agreement of such layout of reciprocal easements in writing.
6.22 The Subscriber shall procure that the agreement for provision of services of supervision, management and maintenance of the Company’s assets; facilities between KR 1875 and KR Service No. 3-KR, dated 1 March 2008 shall not be transferred to NewCo, such that NewCo shall have no liability in respect of such agreement. The Subscriber shall further procure that a new agreement for provision of services of supervision, management and maintenance of the facilities between NewCo and KR Service shall be executed prior to Completion on the terms and conditions agreed in writing with the Company (whose agreement shall not be unreasonably withheld) prior to the execution of such agreement.
6.23 The Parties shall use their respective reasonable endeavours to negotiate and agree, by 31 March 2016, the final terms of the Deed of Pledge (and
(l) not grant, modifyto the extent necessary, terminate, or agree to grant, modify or terminate any rights or enter into any agreement relating ancillary thereto necessary to its Intellectual Property or otherwise permit any of its rights relating to Intellectual Property to lapse; and, for reflect the avoidance of doubt, the parties to this Agreement agree that none of the pre-completion obligations key terms set out in this clause 5.1 shall be deemed to have been breached by virtue of the Fryazino Properties Purchase, to be completed on or around the date hereofSchedule 23 (Pledge Principles)).
Appears in 1 contract
Samples: Framework Agreement (Yandex N.V.)
PRE-COMPLETION OBLIGATIONS. 5.1. As from 11.1 The Vendors shall procure that the date business of this Agreement each member of the Group is operated until Completion and unless required otherwise under any Project Document, the Company undertakes to the Corporation that it shall subject to complying with all applicable law and save as otherwise provided for in this Agreement and/or other Project Documents:
(a) carry on its Business in the ordinary course and usual course and, subject to this, in the same manner as it was operated prior to the date of this AgreementAgreement and that without a prior written consent from the Purchaser, and it shall take all reasonable commercial steps no member of the Group:
(a) makes or commits to maintain its trade and trade connectionsany capital expenditure for more than Rp. 2 billion or for longer than 12 months except those made for Surabaya Data Center amounting to no more than Rp. 15 billion;
(b) take all reasonable steps to protect acquires, disposes of, or creates a security interest over any of its assets;
(c) timely repay all debts incurred assets other than in the ordinary course of Businessbusiness consistent with past practice, but in any case not to exceed Rp. 2 billion ; Table of Contents
(c) distributes or return any capital to its shareholders or undertakes any merger, consolidation, acquisition, recapitalization, liquidation or dissolution;
(d) promptly give pays any dividend to the Corporation full details of its shareholders or pays any material change in its Businessmanagement fee, financial position and/or assetsor other distribution;
(e) to the extent permitted by lawissues any shares, allow the Corporation, upon reasonable notice and during normal business hours, access to the books and records (including all statutory books, minute books, accounts, etc.), except for any information and documents relating to the technologies and customers of the Company, together with the right to take copies of any such documents and subject to an obligation to return such copies on demand if this Agreement is terminated for any reason and instruct its directors to give promptly all such information and explanations to the Corporation as may be requested by it as can be provided without unreasonable expense Options or effortsecurities which are convertible into shares;
(f) not do materially changes the terms of employment (including remuneration and/or any benefit plan) of any of the employees, or omit pays or provides any bonus (in cash or in kind) to do any acts or things, which may result in a Material Adverse Changeemployee;
(g) not Dispose alters its Articles of or create Association, provided that the Company may make any Encumbrance over any Intellectual Property or other Key Assetalterations to its Articles of Association that are necessary to complete the transactions contemplated by this Agreement;
(h) not enter into makes any joint venture material changes to the accounting procedures or partnership with any other personprinciples by reference to which the Accounts are drawn up;
(i) not declare and/or the Vendors pass any shareholder resolutions in general meeting or pay by way of written resolution of shareholders of any dividend or make any other distributionmember of the Group, provided that the shareholders of the Company may pass resolutions that are necessary to complete the transactions contemplated by this Agreement;
(j) not lend discontinues or borrow any money to/from third parties having ceases to operate all or a value in excess material part of 10% (ten per cent.) of the balance sheet value of the Company’s assetstheir respective business;
(k) incurs any liabilities or borrows (other than by bank overdraft, bank guarantee or similar facility within limits subsisting at the date of this Agreement) any money for more than Rp. 3 billion or agrees so to do;
(l) discloses to any third party any confidential information relating to any member of the Group including but not enter into limited to the identity of its customers and suppliers, its products, finance, contractual arrangements, business or methods of business;
(m) enters into, amends or terminates any guaranteecontract or commitment (other than those which are immaterial or specifically referred to in this Agreement to be entered into, indemnityamended or terminated) which relates to or affects a material part of the business or any materially unusual or abnormal or onerous contract or commitment;
(n) writes off or writes down any of its assets other than in the ordinary course of business, surety consistent with past practice; Table of Contents
(o) files any amended Tax return, makes any material Tax election, settle any Tax claim or Tax assessment, consent to any extension or waiver of the limitation period applicable to any Tax claim or Tax assessment, or take any other similar action relating to the filing of any Tax return or the payment of any Tax, if such amendment, agreement, settlement, consent or other type action would have the effect of security arrangement increasing its tax liability for any period ending after Completion;
(p) engages in excess any transaction outside the ordinary course of 10% (ten per cent.) business consistent with past practice or not on arm’s length basis with the Vendors or any officer, director or commissioner or affiliates of the balance sheet value of the Company’s assetsVendors; and
(lq) enters into any contract or other agreement to do or engage in any of the foregoing.
11.2 The Vendors shall not grantsolicit, modify, terminate, initiate or agree encourage the submission of any proposal to grant, modify acquire the Sale Shares or terminate any rights or pertaining to the Sale Shares (the “Acquisition Proposal”), enter into any agreement relating with respect to its Intellectual Property any Acquisition Proposal, or otherwise permit cooperate in any of its rights relating way with, or knowingly assist, participate in, facilitate or encourage any effort by any person that is seeking to Intellectual Property to lapse; andmake, for the avoidance of doubtor has made, the parties to this Agreement agree that none of the pre-completion obligations set out in this clause 5.1 shall be deemed to have been breached by virtue of the Fryazino Properties Purchase, to be completed on or around the date hereofan Acquisition Proposal.
Appears in 1 contract
