Assignment of the Shares. Each Seller hereby assigns his respective Shares to the Purchaser, and the Purchaser hereby accepts the assignment of the Shares of each Seller, as follows: 2.3.1 GB hereby assigns the GB GmbH Share and the GB Kft Share to the Purchaser, and the Purchaser hereby accepts such assignments; and 2.3.2 HZ hereby assigns the HZ GmbH Share and the HZ Kft Share to the Purchaser, and the Purchaser hereby accepts such assignments. The assignment of the Shares is contingent upon (aufschiebend bedingt gemäß § 158 Abs. 1 BGB) payment of the Initial Purchase Price to the Sellers in accordance with Section 3.4.1. In order to validly effect the transfer of the Kft Shares to the Purchaser, on the Closing Date, the Parties shall enter into a local transfer deed governed by Hungarian law and execute all related corporate documents by which the Kft Shares shall be transferred to the Purchaser essentially in the form as attached hereto as Schedule 2.3 ("Local Transfer Deed").
Appears in 2 contracts
Sources: Share Purchase Agreement, Share Purchase Agreement (Measurement Specialties Inc)