CONDUCT PRIOR TO COMPLETION. 4.1 BP and SEG each undertake to procure that until Completion the Company remains a non-trading dormant company and neither of them shall transfer or otherwise dispose of any interest in or create an Encumbrance over their respective Ordinary Shares. 4.2 SEG undertakes to regularly consult with BP about the conduct of ZNG's business between the date of this Agreement and Completion and shall procure that such business is carried out in the usual course of business consistent with past practice so as to maintain the same as an on-going concern and that no transaction outside the usual course of business is carried out without the prior written consent of the BP. In particular, SEG shall procure that until Completion unless with the prior written consent of BP: 4.2.1 no further participatory interests in ZNG will be created or issued and, other than as required by Clause 2.1.1, SEG shall not transfer or otherwise dispose of any interest in, or create any Encumbrance over, the participatory interests in ZNG; 4.2.2 other than as referred to in Clause 2.1.2, no alteration or amendment shall be made to the Charter or the operating, organisational or constitutional documents of ZNG; 4.2.3 ZNG shall not make any change in the nature or scope of its business as carried on at the date of this Agreement, nor shall it deal in any way with its existing oil and gas exploration licenses or the proposed new oil and gas exploration licences detailed in Schedule 6 (including (without limitation) any amendment to the terms of, nature or scope of such licenses or the work programmes attached to them); 4.2.4 ZNG shall not enter into any transaction, contract or arrangement that is not in the normal or ordinary course of its business as carried on at the date hereof nor enter into any transaction which is not on arm's length terms nor effect any acquisitions or disposals of any material assets; 4.2.5 ZNG shall not borrow any money or incur any material indebtedness; 4.2.6 ZNG shall not appoint or terminate, or alter the terms of employment of, any employees or personnel in a managerial capacity; 4.2.7 ZNG shall not create any Encumbrance over any of its assets; 4.2.8 ZNG shall not institute or settle any legal proceedings nor take any steps to wind itself up or commence any insolvency proceedings in relation to itself; and 4.2.9 ZNG shall not declare or pay any dividend, or otherwise make any other form of distribution to its members.
Appears in 1 contract
Sources: Joint Venture Shareholders' Agreement (Siberian Energy Group Inc.)
CONDUCT PRIOR TO COMPLETION. 4.1 BP and SEG each undertake to procure that until Completion the Company remains a non-trading dormant company and neither of them shall transfer or otherwise dispose of any interest in or create an Encumbrance over their respective Ordinary Shares.
4.2 SEG undertakes to regularly consult with BP about the conduct of ZNG's business between 6.1 As from the date of this Agreement (the “Signing Date”) until Completion, the Seller shall:.
(a) permit the Purchaser and Completion its Representatives to have reasonable access, during regular business hours and shall upon reasonable advance notice, to the Property, and to the books and records of, the SPV;
(b) furnish to the Purchaser and its Representatives any information with respect to the SPV that the Purchaser and its Representatives may reasonably request;
(c) use all reasonable efforts to procure that such business is carried out the SPV shall act in the usual ordinary course of business consistent with past practice so as and preserve, in all material respects, its relationships with any customer, supplier, service providers and any Governmental Authority.
6.2 As from the Signing Date until Completion, the Seller shall promptly inform the Purchaser of any material adverse change in relation to maintain SPV, its Business, the same as an on-going concern and that no transaction outside Shares or the usual course of business is carried out without the prior written consent Property Rights including any possible breach of the BP. In particularWarranties or other breach of this Agreement of which the Seller becomes aware.
6.3 Notwithstanding any of the other restrictions set out in this Agreement and except as otherwise provided in this Agreement or as the result of the fulfilment of any obligations of any agreement included in the Disclosed Information, SEG the Sellers shall procure that until Completion unless with the prior written consent of BPCompany shall not:
4.2.1 no further participatory interests (a) create, allot, issue, repurchase or redeem any shares or other securities in ZNG will be created the SPV;
(b) issue, or issued andgrant any option in respect of, other than as required by Clause 2.1.1any shares in or loans to the SPV or make any distributions of profits or reserves (whether in cash or in kind);
(c) enter into any agreements and/or deeds relating to the Property Rights;
(d) sell, SEG shall not convey, transfer or otherwise dispose or assign the Property Rights or grant any rights, encumbrances (or easements over the Property Rights or enter into any material covenants affecting the Property Rights or agree to do any of the foregoing;
(e) cancel, terminate, permit to lapse, or materially modify any insurance policy;
(f) sell, transfer or otherwise dispose of any interest Share;
(g) enter into any agreement that cannot be terminated withing three (3) months or represents an aggregate cost or value in excess of EUR 50,000;
(h) create, grant or issue or agree to create, grant or issue any Encumbrance over the Shares, or any asset of the SPV;
(i) incur any additional debt, additional borrowings or become liable in respect of any obligation of any third party, other than pursuant to the existing financing arrangements;
(j) amend their articles of association or other corporate documents, enter into or authorise any transaction which affects its corporate status;
(k) dissolve or liquidate or issue a petition for the SPV bankruptcy or suspension of payments;
(l) form any subsidiary or acquire or sell any share in any company or participate in, or create terminate any Encumbrance overparticipation in, any partnership or joint venture and/or cooperate with the participatory interests in ZNGmerger (fusie) and/or split or split-off (splitsing of afsplisting) involving the SPV;
4.2.2 other than as referred (m) ▇▇▇▇▇▇, compromise, agree or materially negotiate any audit, enquiry, assessment, dispute or litigation in respect of the SPV, including but not limited to, relating to in Clause 2.1.2Tax with any Tax Authority, no alteration or amendment shall be made to the Charter or the operating, organisational or constitutional documents of ZNG;
4.2.3 ZNG shall not make any change in the nature or scope of its business as carried on at the date of this Agreement, nor shall it deal in any way with its existing oil and gas exploration licenses or the proposed new oil and gas exploration licences detailed in Schedule 6 (including (without limitation) any amendment to the terms of, nature or scope of such licenses or the work programmes attached to them);
4.2.4 ZNG shall not enter into any transactionclosing agreement or similar agreement with any Tax Authority, contract or arrangement that is not consent to any extension or waiver of the limitation period relating to Tax in respect of the normal or ordinary course of its business as carried on at the date hereof nor enter into any transaction which is not on arm's length terms nor effect any acquisitions or disposals of any material assetsSPV;
4.2.5 ZNG shall not borrow any money (n) amend, renew, terminate or incur any material indebtedness;
4.2.6 ZNG shall not appoint or terminate, or alter vary the terms of employment of, any employees or personnel in a managerial capacity;
4.2.7 ZNG shall not create any Encumbrance over any of its assets;
4.2.8 ZNG shall not institute or settle any legal proceedings nor take any steps to wind itself up or commence any insolvency proceedings in relation to itselfRilland PPA; and
4.2.9 ZNG (o) agree or commit to any of the foregoing.
6.4 If on 30 January 2023 the Conditions Precedent have not been fulfilled, the Seller shall not declare or pay any dividend, or otherwise make any other form of distribution procure that ultimately on 10 February 2024 the Equity Commitment Letter is delivered to its membersthe Purchaser (and the Seller).
Appears in 1 contract
Sources: Share Purchase Agreement (Alternus Clean Energy, Inc.)