The Locked. Up Holders acknowledge and agree that, notwithstanding anything to the contrary contained in this Agreement, the equity securities of the Company Beneficially Owned by such Locked-Up Holder shall remain subject to any restrictions on Transfer under applicable securities Laws of any Governmental Authority, including all applicable holding periods under the Securities Act and other rules of the Commission.
The Locked up Securityholder hereby acknowledges and agrees that during the Lock-up Period the Company (or, following the Reverse Takeover, the Resulting Issuer) may cause any transfer agent for any of the Locked-up Securities to decline to transfer, and to note stop transfer restrictions on the share register and other records relating to, the Locked-up Securities for which the Locked-up Securityholder is the record or beneficial holder.
The Locked. Box Accounts have been prepared in accordance with IFRS taking into consideration the adjustment columns set out in the Aggregated Accounts and present a true and fair view (Sw. en rättvisande bild) of the financial position of the Company, the Subsidiaries and the Group as a whole (taking into consideration the adjustment columns) in accordance with the Locked Box Accounting Principles on the Locked Box Date. The inventory shown in the Locked Box Accounts is not obsolete (Sw. xxxxxx). Reserves for excess and obsolete inventory have been made in accordance with the Accounting Principles, applicable laws and generally accepted accounting principles in Sweden (and, as applicable, other relevant jurisdictions). The receivables relating to Faurecia and Volvo in the amount of SEK 19,700,000 are, to the Seller’s Knowledge, fully collectable.
The Locked. Box Balance Sheet shows with reasonable accuracy the assets and liabilities (whether present or future, actual or contingent) and the state of affairs and financial position as at the date to which they have been prepared of the Group.
The Locked. Box Accounts give a true and fair view of the state of affairs and assets and liabilities of the Group as at the Locked Box Date.
The Locked. Box Accounts give a true and fair view of the consolidated assets, liabilities, financial position and state of affairs of the WPD Group Companies as at the Locked Box Date and the consolidated profits and losses of the WPD Group Companies for the period in respect of which they were prepared ending on the Locked Box Date.
The Locked. Up Shareholders shall have complied in all material respects with all covenants set forth in the Voting Agreements that are to be complied with on or before the Effective Date;
The Locked. Box Accounts give a true and fair view of the consolidated assets, liabilities, financial position and state of affairs of the WPD Group Companies as at the Locked Box Date and the consolidated profits and losses of the WPD Group Companies for the period in respect of which they were prepared ending on the Locked Box Date. 3.3 The Accounts have been properly prepared and audited in accordance with: (a) in the case of the Company Accounts, UK GAAP; and (b) in the case of the Locked Box Accounts, IFRS, and the Accounts have been prepared in accordance with the Companies Xxx 0000 and on a basis consistent with: (c) in the case of the Company Accounts, the basis upon which all audited accounts of the Company have been prepared in respect of the two years before the Accounts Date; and (d) in the case of the Locked Box Accounts, the basis upon which all audited accounts of the WPD Group have been prepared in respect of the two years before the Locked Box Date. 3.4 The Management Accounts have been prepared specifically for the purpose of the Transaction and with due care and attention, are free from material error and are not misleading having regard to the purpose for which they were prepared, and show with reasonable accuracy the state of affairs and profit or loss of the WPD Group as at and for the period in respect of which they have been prepared, but it is acknowledged that they are not prepared on a statutory basis and are not audited. 4. CHANGES SINCE THE LOCKED BOX DATE 4.1 Since the Locked Box Date: (a) the Group has carried on its business in the ordinary and usual course and so as to maintain it as a going concern; (b) no Group Company has acquired or disposed of, or agreed to acquire or dispose of, any business at a cost (or with a value) in excess of £30 million; (c) save as set out in the Model, no Group Company has assumed or incurred, or agreed to assume or incur, a liability, obligation or expense, including for capital expenditure, (actual or contingent) in excess of £30 million;
