Term Sheet For Series A Preference Shares In Page 13
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16Preference Shares (“New Constitution”).
Representations and
The Subscription Agreement shall include customary representations
Warranties:
and warranties regarding its assets, liabilities corporate authority,
accuracy of the information provided, litigation, government and
third party consents, compliance with all government acts and similar
matters. Such representations and warranties shall be given by the
Company
only
and the
Founders.
The Company
and the Founders and such other shareholders party to
the Definitive Agreements
will further indemnify the Investors
against any breach of representations or warranties or covenants of
the Company, as is customary in transactions of this type.
Provided that all representations, warranties and indemnities shall be
subject to customary limitations to be agreed in the Definitive
Agreements. In addition, no claim may be brought by the Investors
against the Company without the consent of the Lead Investor.
Joint and several:
Unless otherwise agreed by the parties, all representations and
warranties, indemnities, covenants, agreements and obligations given
or entered into by the existing Founders and the Company pursuant to
this Term Sheet or the Definitive Agreements are given or entered
into on a joint and several basis.
Other Conditions:
Completion of the transaction will be conditional upon:
(i)
due diligence being completed to the satisfaction of the
Lead Investor;
(ii)
absence of any material adverse event in respect of the
Company, the Business, or the market for the Company’s
products/services at any time between the execution of the
Definitive Agreements and the anticipated date of Closing;
(iii)(ii)
the business of the Company having been carried out in
the ordinary manner and not having disposed of any
material assets or incurred any material liabilities (including
contingent liabilities) other than those in connection with
ordinary course of business;
(iv)(iii)
representations and warranties in the Definitive
Agreements being true, correct and complete as at the date
of execution of the Definitive Agreements and the
anticipated completion date;
(v)(iv)
each of the parties to the Definitive Agreements having
performed and complied with all agreements, conditions
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