Sample Share Purchase And Share Holder Agreement Page 12
ADVERTISEMENT
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77Agreement that are to be performed or complied with by the Strategic Partner or the
Principals, prior to Closing.
4.1.4
Each of the Strategic Partner and the Principals shall have executed and
delivered the Shareholders Agreement in the form attached hereto as Exhibit A.
4.2
Conditions Precedent to be complied with by Government
The Government shall fulfill the following Conditions Precedent on or before the Closing
Date unless waived in writing by the Strategic Partner:
4.2.1
All of the representations and warranties of Government and the Company made
in or pursuant to this Agreement shall be true and correct as at the Closing Date and with
the same effect as if made as of the Closing Date (except as such representations and
warranties may be effected by occurrence of events or transactions expressly
contemplated or permitted by this Agreement) and the Strategic Partner shall have
received (i) a certificate from Government confirming, that to its knowledge, the
representations and warranties of Government are true, correct and complete, in all
material respects, as of the Closing Date; and (ii) a certificate from the Chairman and
Managing Director of the Company, confirming, that to its knowledge, the
representations and warranties of the Company are true, correct and complete, in all
material respects, as of the Closing Date.
4.2.2
The Government has and shall continue to have marketable title and unfettered
right to transfer the Transaction Shares on the Closing Date to the Strategic Partner, free
and clear of all liens, in accordance with the terms of this Agreement.
4.2.3
Each of Government and/or the Company shall have performed or complied with,
in all material respect the obligations, covenants and agreements in this Agreement that
are to be performed or complied with by the Government and/or the Company, prior to
Closing.
4.2.4
The Government and the Company shall have executed and delivered the
Shareholders Agreement in the form attached hereto as Exhibit A.
ARTICLE – 5
COVENANTS OF THE PARTIES
5.1
Each of the Parties agree to take all such actions as are within their power to
control, and to use their best efforts to cause other actions to be taken which are not
within their power to control, so as to ensure compliance with each of the conditions and
covenants set forth herein which are for the benefit of the other Party or to otherwise
consummate the transactions contemplated herein. Each of the Government, the
Company the Strategic Partner and the Principals shall refrain from taking any action that
ADVERTISEMENT
0 votes
Related Articles
Related forms
Related Categories
Parent category: Business