The Interim Period a. The length of the interim period shall be four years. However, it may be shortened or extended if need arises by recommendation from the Coordinating Council to the President of the Republic.
b. The interim period shall commence as from the date of the formation of the Coordinating Council and shall end as soon as the referendum is accomplished and the results are declared.
c. The Coordinating council shall carry out the following activities during the interim period:
1. To assist repatriate, resettle and rehabilitate the displaced and the returnees.
2. To reconstruct the war devastated areas.
The Interim Period. The Company and the Sellers and the Company warrant that during the Interim Period:
9.1. The Company shall continue to transact its business in the ordinary course of business and as practiced before; no action other than in the ordinary course of business shall be taken, and no material change shall be effected in the Company’s operations and course of business, including (and without derogating from the generality of the above) in the Company’s assets, obligations, rights, turnover, employment terms, etc.
9.2. The Company shall not execute or engage in material agreements nor will it amend its existing material agreements (as detailed in Section 2.20 above), unless this is required in the ordinary course of business.
9.3. No transaction shall be made with respect to the Company’s registered or issued share capital, including any issuance, grant of options, convertible security or any other obligation in connection with the Company’s share capital or rights in the Company.
9.4. No material legal transaction shall be made in the assets of the Company, and the Company shall not crate any charges or grant any other rights in its assets to any third party.
9.5. No dividend shall be distributed and no amount shall be paid to the Company’s shareholders; no obligations, guarantees or sureties shall be given and no engagements of any kind shall be entered with the Company’s shareholders; no transactions shall be entered with the Company’s shareholders, including (and without prejudice to the generality of the above) transactions with interested parties, and except for agreements with HOT in the ordinary course of business.
9.6. The Sellers shall not effect any legal transaction in their shares in the Company, nor shall they create any charge or grant any other right in their shares to any third party.
The Interim Period. During the Interim Period, between the Signing Date and the Execution Date, the following provisions shall apply:
7.1 Notice of a material event / material fault in a representation
The Interim Period. 10.1 The Seller undertakes to effect that during the Interim Period, the Company shall not adopt any resolution regarding payment of cash dividend or in kind or regarding allocation of any stock dividend, and also shall not pay in fact any cash dividend (except for a dividend that at the date of signing this Agreement was declared but not yet paid), shall not allocate any stock dividend except with the Purchaser's prior written approval, and shall not pay any management fees or any other payments to Interested Parties, except according to the agreements specified in ANNEX 4.10, will not engage in any transaction with an Interested Party and will not carry out any other activity which is not in the course of normal business. The Purchaser undertakes not to propose for a vote and / or will not support any resolution which is contrary to the foregoing.
10.2 At the Closing Date all the agreements that exist between the Company and between the Seller and / or other Interested Parties in the Company (except for the Company's managing director) as specified in ANNEX 4.10, shall be terminated, beginning from the Closing Date.
The Interim Period. The Interim Period shall be the 180-day period that commences on the date of this Amendment during which PARA agrees to negotiate exclusively with Viridian toward the execution of a Redevelopment Agreement, which shall include all the terms and conditions, project description, schedules, and financial arrangements between PARA and Viridian Partners. Such 180-day period may be extended by PARA in its sole discretion. At the conclusion of the Interim Period, or any time during the extension of such Period, PARA may, in its sole discretion, cease negotiations and cancel this Conditional Redeveloper Designation Agreement with Viridian Partners, if PARA determines that a Redevelopment Agreement cannot be successfully negotiated and executed. In the event that this Agreement is cancelled by PARA, then neither party hereto shall be bound by any further obligations hereunder to the other, except as may exist under Paragraph 3(B) hereof.
Section 2. The Agreement is otherwise confirmed in its present form and the balance of the terms remain unchanged.
Section 3. This Resolution shall take effect after final passage and publication in accordance with law.
The Interim Period. 5.1 The Vendor shall make available to the Company by 13th October 1996 the sum of NIS 2,000,000 (two million new shekels) as an owners' loan linked to the index and bearing interest at 3% per annum. The said loan shall be assigned to the Purchaser on the closing date pursuant to clause 2.3.2 above.
5.2 From 13th October 1996, the Purchaser shall be involved in the management of the Company and shall act jointly with the Vendor as required in order to enable the continued routine management and operation of the Company as a going concern.
5.3 The parties shall use their best endeavours so that Messrs. Yoram Xxx-Xxx and Xxxxx Xxxxx shall be appointed members of the Company's board of directors as soon as possible after the date of the execution hereof. As soon as possible after the closing date, the parties shall use their best endeavours to replace the Company's directors who are Ampal employees with directors as the Purchaser shall instruct, or - if this contract is annulled pursuant to clause 3
The Interim Period. 6.1 It is hereby agreed that commencing from the date of signature of this agreement and until the Date of Closing (hereinafter: “the Interim Period”), the Sellers undertake that without the agreement of the Buyers in advance and in writing:
6.1.1 The Sellers will not perform any act that is not in the ordinary and/or current course of business of the Company and/or Matan and no material change shall be implemented in the business of the Company and/or Matan.
6.1.2 The Sellers will not create any debt, undertaking, lien, encumbrance, trusts, or similar third-party rights, save undertakings vis-à-vis third parties in the ordinary course of business.
6.1.3 The Sellers will not perform any transactions and/or dispositions, which may materially affect the Transferred Assets.
6.1.4 Save for that which is required pursuant to law, no changes shall be made to the terms of employment of employees of the Company and/or change in the number of employees, save for a reduction in the number of employees as a result of the resignation of employees.
6.2 During the Interim Period, the Buyer shall take steps to obtain all licenses and permits required for the use of the Intangible Assets and the Tangible Assets, and which will enable the transfer of Intangible Assets and Tangible Assets in their entirety to the Buyer on the Date of Closing.
The Interim Period. Conditional Redeveloper shall pay all Interim Costs (as defined below) incurred by the City during the time period commencing when the City reviewed the Conditional Redeveloper’s proposal to the time the City and Conditional Redeveloper enter into a Redevelopment Agreement or the time the City or the Conditional Redeveloper determines that a Redevelopment Agreement cannot be executed for any reason (hereinafter referred to as the “Interim Period”). Conditional Redeveloper shall pay all Interim Costs even if a Redevelopment Agreement cannot be executed for any reason.
The Interim Period i. The length of the interim period shall be four years. However, it may be shortened or extended if need arises by recommendation from the Coordinating Council to the President of the Republic.
ii. The interim period shall commence as from the date of the formation of the Coordinating Council and shall end as soon as the referendum is accomplished and the results are declared.
iii. The Coordinating Council shall carry out the following activities during the interim period:
1. To assist repatriate, resettle and rehabilitate the displaced and the returnees.
2. To reconstruct the war devastated areas.
3. To remove effects of war by clearing mine fields, opening tip roads and waterways.
4. To promote reconciliation, peace and confidence-building amongst the Sudanese citizens.
5. To draw development plans for the Southern States and solicit funds from national, regional and international bodies and institutions for implementation of the peace agreement.
6. To draw a political mobilisation plan to strengthen peace and unity in different parts of the country.
7. To strengthen the Federal rule in the Southern States.
8. To reassemble and train manpower in order to re-establish the public service in the Southern States.
9. To strengthen the capacity building of the people in the Southern States to become self-reliant. In this regard plans shall be drawn to receive support for educational, health, food security and social services institutions.
10. To educate and mobilise the people of Southern States on the process of referendum.
11. To provide adequate security in the Southern States in order to create a conducive atmosphere for the referendum.
12. To participate in conducting census in the Southern States.
13. To assist register voters for the referendum. CHAPTER FIVE
The Interim Period. The Interim Period shall be the 180-day period that commences on the date of this Amendment during which PARA agrees to negotiate exclusively with Redeveloper toward the execution of a Redevelopment Agreement, which shall include all the terms and conditions, project description, schedules, and financial arrangements between PARA and Redeveloper. Such 180-day period may be extended by PARA in its sole discretion. At the conclusion of the Interim Period, or any time during the extension of such Period, PARA may, in its sole discretion, cease negotiations and cancel this Conditional Redeveloper Designation Agreement with Redeveloper, if PARA determines that a Redevelopment Agreement cannot be successfully negotiated and executed. In the event that this Agreement is cancelled by PARA, then neither party hereto shall be bound by any further obligations hereunder to the other, except as may exist under Paragraph 4(B) hereof.
Section 2. The Agreement is otherwise confirmed in its present form and the balance of the terms remain unchanged.
Section 3. This Resolution shall take effect after final passage and publication in accordance with law.
