Tender of Banagricola Shares in the Banagricola OPA Sample Clauses

Tender of Banagricola Shares in the Banagricola OPA. If the Company and its Subsidiaries tender the Banagricola Shares in the Banagricola OPA as provided for in the Banagricola SPA, then: 2.5.1 The Purchaser shall be discharged from the obligation to purchase the Shares set forth in Section 2.1 and this Agreement shall automatically terminate as of the date of such tender; 2.5.2 (i) for the period commencing on the date of such tender and continuing until the date on which the transfer of the BESI Shares described in clause (ii) below is perfected, the Company shall not, with respect to BESI, (A) sell, assign, transfer, encumber or otherwise dispose of (1) the BESI Shares or (2) any of the assets of BESI except in the ordinary course of its business, and (B) take any of the actions described in Sections 7.2.3, 7.2.5, 7.2.6 or 7.2.11 as if BESI were the Company for the purposes of such Sections, and (ii) the Company shall transfer directly to the Purchaser all of the BESI Shares for a purchase price, in the aggregate, of six million Dollars $6,000,000, free and clear of any Liens. If requested by the Purchaser, the Company shall deposit immediately the BESI Shares in escrow with an escrow agent designated by the Purchaser for such time as may be required to make or obtain, as the case may be, all filings, Permits, notices, and consents necessary under applicable Law, for the valid transfer of title of the BESI Shares free and clear of any Liens to the Purchaser; and 2.5.3 (i) for the period commencing on the date of such tender and continuing until the date on which the agreement described in clause (ii) below becomes effective, the Company and its Subsidiaries shall, at the election of the Purchaser, continue to provide to Banagricola and its Subsidiaries the services (in whole or in part) currently provided by the Company and its Subsidiaries to Banagricola and its Subsidiaries (including any services provided by BESI) on the same terms and conditions (including price) and at the same standard and level of service as such services are being provided as of the date hereof, and (ii) the Company and its Subsidiaries and the Purchaser shall negotiate in good faith and use their best efforts to enter into, as promptly as practicable, a long-term services agreement for the provision of such services by the Company and its Subsidiaries on customary terms and conditions.
Sample 1
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