ACTIONS TO BE TAKEN ON THE CLOSING DATE. (a) On the Closing Date, all of the actions required for Closing, including the actions listed below shall be carried out by the relevant Parties. Each action will be conditional upon the occurrence of all of the others, so that if one of these actions is not taken by the relevant Party, each other Party shall be entitled to refuse to proceed with the Closing and shall incur no liability vis-à-vis the other Parties in connection with such refusal, without prejudice to its right to seek and obtain from the defaulting Party any other remedy that may be available under applicable Law. (b) The Sellers’ Agent shall deliver to the Buyer, or ensure the delivery to the Buyer of: (i) the share transfer forms (ordres de mouvement) in favor of the Buyer for all the Sold Securities, duly executed by each Seller, (ii) the tax transfer forms (formulaire cerfa n°2759 DGI) for all the Jupiter Shares, the FJ Sold Shares and the STH Sold Shares, duly executed by each Seller, (iii) the share transfer books (registre des mouvements de titres) and the shareholders’ individual accounts (comptes d’actionnaires) of Jupiter, FJ, STH, Souriau Holding SAS, Souriau SAS and Technocontact SA, (iv) the share transfer forms (ordres de mouvement) in favor of Souriau SAS for the shares held in Technocontact SA by ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (one share), ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (one share) and ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ (one share) duly executed by each of them, (v) the tax transfer forms (formulaire cerfa n°2759 DGI) for the shares held in Technocontact SA by ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (one share), ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (one share) and ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ (one share) duly executed by each of them, (vi) originals of the share loan agreements (prêt de consommation d’action) for the loan of shares of Technocontact SA granted by Souriau SAS to ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (one share) ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (one share) and ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ (one share), (vii) originals of the resignation letters of the corporate officers of the Group Companies identified in Schedule 11 (List of Officers who will resign at Closing) effective as of the Closing Date, substantially in the form set out in Schedule 12 (Managers Resignation letters), (viii) evidence of the express prior written consent of the President of Jupiter to the transfer of the Jupiter Shares; (ix) evidence of the express prior written consent of the President of FJ to the transfer of the FJ Sold Shares; (x) evidence (in the form of certified copies of the relevant minutes) that the transfer of the STH Sold Shares, of the Mezzanine Warrants and of the Convertible Bonds contemplated under this Agreement have received the prior approval of the supervisory board of STH; (xi) evidence of the termination of the agreements identified in Schedule 13 (List of Agreements with Sellers to be terminated at Closing); (xii) evidence of the release of all the Existing Liens subject to repayment of the Existing Indebtedness. (c) The Buyer shall: (i) pay the Purchase Price and the Convertible Bonds Purchase Price to the Sellers’ Agent in immediately available funds by bank wire transfer to such bank account as shall have been notified in the Closing Notice and with value date on the Closing Date, (ii) pay, or make available to the relevant Group Companies, or repay in full on behalf of the relevant Group Companies, the Existing Indebtedness as shall have been notified in the Closing Notice, in immediately available funds by bank wire transfers to the bank accounts indicated in the Closing Notice and with value date on the Closing Date; and (iii) pay to the Sellers’ Agent the amount of the Transaction Costs that were identified in the Closing Notice in immediately available funds by bank wire transfer to such bank account as shall have been identified in the Closing Notice.
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Sources: Share Purchase Agreement (Esterline Technologies Corp)
ACTIONS TO BE TAKEN ON THE CLOSING DATE. (a) On the Closing Date, all of the actions required for Closing, including the actions listed below (each a "Closing Action" and collectively, the "Closing Actions") shall be carried out by the relevant Parties. Each action Closing Action will be conditional upon the occurrence of all of the others, so that if one of these actions the Closing Actions is not taken by the relevant Party, each the other Party shall be entitled to refuse to proceed with the Closing and shall incur no liability vis-à-vis the other Parties Party in connection with such refusal, without prejudice to its right to seek and obtain from the defaulting Party any other remedy that may be available under applicable Law.
(b) The Sellers’ Agent Seller shall deliver to the Buyer, or ensure the delivery cause to be delivered to the Buyer ofBuyer:
(i) the share transfer forms form (ordres ordre de mouvement) in favor of the Buyer for all the Sold SecuritiesShares, duly dated and executed by each the Seller,;
(ii) three (3) original copies of the tax transfer forms form (formulaire cerfa n°2759 DGI) for all with respect to the Jupiter Shares, transfer of the FJ Sold Shares and the STH Sold Shares, duly dated and executed by each the Seller,;
(iii) the share transfer books (registre des mouvements de titres) and the shareholders’ individual accounts (comptes d’actionnaires) of Jupiter, FJ, STH, Souriau Holding SAS, Souriau SAS the Company duly written up-to-date and Technocontact SA,notably showing the recording of the transfer of the Shares by the Seller to the Buyer;
(iv) the share transfer forms register (ordres registre des mouvements de mouvementtitres) and the shareholders’ individual accounts (comptes d’actionnaires) of the Subsidiary;
(v) the corporate books and records duly written up-to-date in favor respect of Souriau SAS for the shares held in Technocontact SA Group Companies, including the shareholders’ meetings minute book of the Group Companies;
(vi) one (1) original copy of the TSA duly signed by the Seller;
(vii) original resignation letters of ▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (one share)▇, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (one share) and ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ (one share) duly executed by each of them,
(v) the tax transfer forms (formulaire cerfa n°2759 DGI) for the shares held in Technocontact SA by ▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (one share), ▇▇ ▇and Mr. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (one share) and ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ (one share) duly executed by each of them,
(vi) originals of the share loan agreements (prêt de consommation d’action) for the loan of shares of Technocontact SA granted by Souriau SAS to ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (one share) ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (one share) and ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ (one share),
(vii) originals of the resignation letters of the from their corporate officers offices of the Group Companies identified in Schedule 11 Companies;
(List of Officers who will resign at Closingviii) effective a certificate, dated as of the Closing Date, substantially in confirming the form set out termination, with effect as from the Closing Date, of all contracts listed in Schedule 12 (Managers Resignation letters),
(viii) evidence C entered into between the Group Companies and certain members of the express prior written consent Seller's Group, or, as the case may be, certified copies of the President of Jupiter to the transfer of the Jupiter Shares;underlying termination documentation; and
(ix) evidence four (4) integrity protected USB drives of the express prior written consent of Data Room, placed in an envelope closed, sealed and signed by the President of FJ to the transfer of the FJ Sold Shares;
(x) evidence (in the form of certified copies of the relevant minutes) that the transfer of the STH Sold Shares, of the Mezzanine Warrants and of the Convertible Bonds contemplated under this Agreement have received the prior approval of the supervisory board of STH;
(xi) evidence of the termination of the agreements identified in Schedule 13 (List of Agreements with Sellers to be terminated at Closing);
(xii) evidence of the release of all the Existing Liens subject to repayment of the Existing IndebtednessSeller.
(c) The Seller shall also repay, or ensure the repayment by the relevant members of the Seller’s Group of, the amount of the Seller’s Debts to the relevant Group Companies in accordance with the notification referred to in Clause 5.2.
(d) The Buyer shall:
(i) pay the Purchase Price and the Convertible Bonds Purchase Price Closing Payment, to the Sellers’ Agent Seller in immediately available funds by bank wire transfer to such bank account as shall have been notified in by the Closing Notice and with value date on Seller to the Buyer no later than five (5) Business Days prior to the Closing Date,;
(ii) payrepay, or make available ensure the repayment by the relevant Group Companies the amount of the Seller’s Receivables to the relevant member of the Seller’s Group in accordance with the notification referred to in Clause 5.2;
(iii) deliver or cause to be delivered one (1) copy of the tax transfer form (formulaire cerfa n°2759 DGI) with respect to the transfer of the Shares duly dated and executed by the Buyer;
(iv) provide evidence that the Buyer has subscribed or arranged for the subscription of, immediately after Closing having occurred, the Group Companies with effect as from the Closing Date to the relevant insurance policies subscribed with an insurance company to cover the Group Companies, or repay in full on behalf their assets and their operations, under reasonable and market practice terms and conditions;
(v) deliver a certificate and release dated as of the relevant Closing Date whereby the Buyer and the Group Companies (and their respective affiliates) acknowledge and agree not to seek the liability of, and hereby releases therefrom upon the Closing, any Person serving or having served as a director, manager or corporate officer (mandataire social) of any Group Company and who is or was also employed by any Affiliate of Seller during such service with respect to any management decisions adopted by any of the Group Companies prior to the Closing Date, except for (i) claims based on wilful misconduct or criminal acts, and (ii) claims for breaches of contracts in place between the respective person named hereinabove and any of the Group Companies, and in all cases without prejudice of the Existing Indebtedness as shall have been notified in rights of the Closing Notice, in immediately available funds by bank wire transfers Group Companies to benefit from the bank accounts indicated in D&O insurance coverage;
(vi) sign the Closing Notice envelopes which contain the USB drives of the Data Room and with value date on the Closing Dateacknowledge receipt of two (2) of such protected USB drives ; and
(iiivii) pay deliver or cause to be delivered one (1) original copy of the TSA duly signed by the Company.
(e) All Closing Actions may be waived, in whole or in part, at any time by mutual written agreement of the Seller and the Buyer. The Seller shall be entitled to unilaterally waive, in whole or in part each of the Closing Actions set forth in Clause 6.2(d) any time by giving written notice to the Sellers’ Agent Buyer to such effect, and the amount Buyer shall be entitled to unilaterally waive, in whole or in part each of the Transaction Costs Closing Actions set forth in Clause 6.2(b) and Clause 6.2(c). The effect of such waiver shall be limited to eliminating the need that were identified in the respective Closing Action is taken on the Closing Notice in immediately available funds by bank wire transfer Date and, unless otherwise agreed, shall not limit or prejudice any claims that a Party may have with respect to any circumstances relating to such bank account as shall have been identified in the Closing NoticeAction not being taken pursuant to this Agreement.
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ACTIONS TO BE TAKEN ON THE CLOSING DATE. (a) 9.2.1 On the Closing Date, all of the actions required for Closing, including the actions events listed below shall be carried out by the relevant Parties. Each action will be occur, each event being conditional upon the occurrence of all of the others, so that if one of these actions is the listed events does not taken by occur, the relevant PartyParty or Parties (the Sellers being considered as one Party for the purpose of this Article 9) which are not responsible, each other Party pursuant to this Article 9.2.1, for causing that event to occur shall be entitled to refuse to proceed with the Closing and shall incur no can terminate this Agreement without liability vis-à-vis to the other Parties in connection with such refusalParty or agree to postpone for successive 1-month periods the occurrence of the event. In the event of termination, without prejudice to its right to seek the provisions of Articles 20.2 and obtain from the defaulting Party any other remedy that may be available under applicable Law22 of this Agreement shall survive.
(b) 9.2.2 The Sellers’ Agent Sellers shall deliver or cause to be delivered to the Buyer, or ensure the delivery to the Buyer ofPurchaser:
(i) the share transfer forms (ordres de mouvement) in favor originals of the Buyer for resignation letters of all members of the Sold SecuritiesBoard of Directors of BEA, duly executed by each Seller,effective as of the Closing Date;
(ii) the tax transfer forms (formulaire cerfa n°2759 DGI) for all the Jupiter Shares, the FJ Sold Shares and the STH Sold Shares, duly executed by each Seller,ordres de mouvement in respect of the Purchased Shares made in the name of the Purchaser and a duly executed short form share transfer agreement in the French language with respect to the Purchased Shares;
(iii) the share transfer books BEA's shareholders' registry (registre des mouvements de titres) and the shareholders’ ' individual accounts (comptes d’actionnairesindividuels d'actionnaires) together with BEA's minute books relating to actions taken by its stockholders and Board of Jupiter, FJ, STH, Souriau Holding SAS, Souriau SAS and Technocontact SA,Directors;
(iv) a certified copy of the share transfer forms (ordres de mouvement) in favor minutes of Souriau SAS the meeting of the Board of Directors of BEA calling a shareholders meeting to be held on the Closing Date for the shares held in Technocontact SA purpose of appointing new directors nominated by ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (one share), ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (one share) the Purchaser and ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ (one share) duly executed by each changing the corporate name of them,BEA;
(va) a certified copy of the notifications to the members of the work's council (comite d'entreprise) of BEA and (b) the tax minutes of all the meetings of the work's council (comite d'entreprise) of BEA with its opinion concerning the transfer forms (formulaire cerfa n°2759 DGI) for of control of BEA to the shares held in Technocontact SA by ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (one share), ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (one share) Purchaser and ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ (one share) duly executed by each of them,the Reorganization Plan;
(vi) originals copy of evidence of termination (with effect on the share loan Closing Date) of all outstanding intercompany agreements (prêt de consommation d’action) relating to BEA, except for the loan those listed in EXHIBIT 8.3.a of shares of Technocontact SA granted by Souriau SAS to ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (one share) ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (one share) and ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ (one share),this Agreement;
(vii) originals of a certificate executed by the resignation letters of Sellers confirming that Sellers have performed and complied with, in all material respects, all agreements, covenants and undertakings required by this Agreement to be performed or complied with by Sellers prior to or at the corporate officers of Closing;
(viii) a certificate executed by the Group Companies identified in Schedule 11 (List of Officers who will resign at Closing) effective as of Sellers confirming that since January 1, 2000 to the Closing Date, substantially in no event, circumstance, condition, fact, effect or other matter having, or which is reasonably likely to have within 3 months following the form set out in Schedule 12 (Managers Resignation letters),
(viii) evidence of the express prior written consent of the President of Jupiter to the transfer of the Jupiter SharesClosing Date, a Material Adverse Effect has occurred;
(ix) evidence of the express prior written consent of the President of FJ to the transfer of the FJ Sold Sharesall Third Party Consents required in connection with this Agreement;
(x) evidence (in the form of certified copies a list of the relevant minutes) that contracts entered into by BEA which include a provision relating to the transfer non-solicitation of the STH Sold Shares, of the Mezzanine Warrants and of the Convertible Bonds contemplated under this Agreement have received the prior approval of the supervisory board of STHemployees;
(xi) evidence the documents listed in EXHIBIT 7.1(b) of this Agreement (including a copy of the termination waiver by the town hall of Angers of its urban preemption right regarding the contribution of the agreements identified in Schedule 13 (List PCB Business and the PCB Business Property and a duly executed copy of Agreements with Sellers to be terminated at Closingthe PCB Supply Agreement);
(xii) evidence of the release of all Trademark License Agreement, the Existing Liens subject to repayment of Industrial Supply Agreement, the Existing IndebtednessTransition Services Agreement, the BEA Lease Amendment Agreement and the CIBA Lease, duly executed by the Sellers and the relevant Sellers' Affiliates.
(c) 9.2.3 The Buyer Purchaser shall:
(i) pay the Purchase Price and the Convertible Bonds Purchase Price to the Sellers’ Agent in immediately available funds by bank wire transfer to such bank account as shall have been notified in Bull the Closing Notice and with value date on the Closing Date,Purchase Price;
(ii) pay, or make available to the relevant Group Companies, or repay in full acting on behalf of BEA, pay to Bull the relevant Group Companies, the Existing Indebtedness as shall have been notified in the Closing Notice, in immediately available funds by bank wire transfers to the bank accounts indicated in the Closing Notice and with value date on the Closing Date; andEstimated Intercompany Debt;
(iii) pay duly execute and deliver the short form share transfer agreement in the French language with respect to the Sellers’ Agent Purchased Shares;
(iv) cause BEA to duly execute the amount of Trademark License Agreement, the Transaction Costs that were identified in Industrial Supply Agreement, the Closing Notice in immediately available funds by bank wire transfer to such bank account as shall have been identified in Transition Services Agreement, the Closing NoticeBEA Lease Amendment Agreement and the CIBA Lease.
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