Further Covenants. 12.1 Without prejudice to any other provision of this Agreement and Applicable Law, the Frontline Parties may acquire Euronav Shares, provided that each of Frontline, Famatown, Geveran and Hemen agrees and undertakes that, and shall procure that the other Frontline Parties shall agree and undertake that, until Tender Offer Completion: (a) they shall first inform Euronav a reasonable time before any such acquisition is made; (b) the aggregate shareholding of the Frontline Parties and any of their Subsidiaries and concert parties as defined in the Takeover Rules in Euronav does not exceed 30% of the total number of Euronav Shares outstanding at any time or does not otherwise trip the mandatory bid threshold under Belgian law or any other relevant mandatory bid threshold applicable to the Combined Group following Tender Offer Completion and, as the case may be, Merger Completion; (c) the voting rights attached to any Euronav Shares acquired by the Frontline Parties after the Agreement Date may not be exercised at any shareholders’ meeting of Euronav, however, the relevant Frontline Parties shall, for the avoidance of doubt, use their voting rights attached to any Euronav Shares held to vote in favour of any resolutions to be taken at a shareholder’s meeting of in favour of the transactions contemplated herein. 12.2 For the avoidance of doubt, nothing in this Clause 12 shall prevent the Frontline Parties from: (a) selling Euronav Shares on Euronext Brussels or NYSE in a manner that is not in violation of any other provision of this Agreement or Applicable Law; or 12.3 Notwithstanding Clause 12.2, the Frontline Parties shall not sell or transfer in any manner whatsoever any Euronav Shares to CMB until the earlier of (i) Merger Completion and (ii) termination of this Agreement in accordance with Clause 14. 12.4 Without prejudice to Applicable Law, each of Frontline, Famatown, Geveran and Hemen agrees and undertakes, and shall procure that the other Frontline Parties shall agree and undertake (A) not to take any steps or actions aimed to change the composition of the Euronav Board, remove the Euronav CEO or in any other manner attempt to control or direct Euronav’s business or operations except in accordance with this Agreement, and (B) not to take any steps or actions or enter into any transaction which may have any impact on the Tender Offer Condition set out in Clause 5.3.3(a), each of (A) and (B) until the earlier of: (i) Tender Offer Completion (at which time Schedule 2 or Schedule 3, as applicable, will enter into force in accordance with Clause 8.1 or 8.2, as applicable); and (ii) the termination of this Agreement in accordance with Clause 14. 12.5 Euronav shall not proceed to any acquisition of Euronav Shares by Euronav until the earlier of: (i) Tender Offer Completion; and (ii) the termination of this Agreement in accordance with Clause 14. 12.6 Euronav and each of Frontline, Famatown, Geveran and Hemen agrees and undertakes, and Frontline, Famatown, Geveran and Hemen shall procure that the other Frontline Parties shall agree and undertake, that they shall in good faith discuss and coordinate any discussions and engagement with CMB in relation to CMB’s shareholding in Euronav, any potential Euronav Competing Transaction and/or Frontline Competing Transaction involving CMB, in each case prior to any such discussion or engagement taking place. For the avoidance of doubt, without prejudice to Clauses 10.2 and 11.2 and without prejudice to Clause 14.1(a)(x), no action of CMB shall give any right to any Party to terminate this Agreement. 12.7 During the Interim Period, none of the Parties shall be allowed to declare or pay a dividend or other distribution in each case with a record date prior to the expiry of the Interim Period, except that: (a) Euronav shall be allowed to declare or pay cash dividends or other cash distributions not exceeding in the aggregate USD 0.09 per Euronav Share; (b) Frontline shall be allowed to declare or pay cash dividends or other cash distributions not exceeding in the aggregate USD 0.15 per Frontline Share; Frontline shall only be allowed to declare or pay dividends or other cash distributions in excess of the amount set forth in item (b) provided that and to the extent that an amount in cash equal to the amount of any such dividends or distributions with a record date prior to the expiry of the Interim Period multiplied by 1.45 is paid by Frontline per Euronav Share. 12.8 The Parties acknowledge that required due diligence in respect of the Parties’ respective tax arrangements and positions were not completed prior to signing of the Agreement, and the Parties therefore undertake to as soon as possible after the execution of this Agreement meet with relevant Representatives to discuss and disclose such issues per a pre-agreed agenda in order for such due diligence to be duly concluded. 13.1 Without prejudice to Clause 3.2.9, the Euronav Board undertakes to repeat its Board Support when considered needed in support of the Combination, not to be withdrawn, conditioned or amended by the Euronav Board, except where all the following steps are satisfied and such withdrawal or amendment is required by Applicable Law or in order for the Euronav Board to comply with its legal and fiduciary duties under Applicable Law: (a) a proposal for a Euronav Competing Transaction is made and is not withdrawn; (b) Euronav provides Frontline with written notice of the Euronav Competing Transaction as defined in 10.2.1(a) (for the avoidance of doubt excluding 10.2.1(b) and 10.2.1(c)), setting out all material terms and conditions of such Euronav Competing Transaction; (c) the Euronav Board determines that such Euronav Competing Transaction constitutes a Superior Proposal and Frontline is promptly notified in writing of such decision and the basis therefore; (d) Frontline is provided with the opportunity to discuss amended terms with Euronav during a ten business day period commencing from the date of the notice given by Euronav to Frontline under (c) above (the “Matching Period”); and (e) Frontline and Euronav do not agree on revised terms by the end of the Matching Period. 13.2 The terms regarding Board Support set out in Clauses 13.1 shall apply mutatis mutandis for the Frontline Board. 13.3 If with respect to any application of the procedure set forth in article 7:97 BCCA, or for related party procedures under the NYSE rules and regulations, in the context of any of the transactions set forth in this Agreement (including the Merger), where the conclusion of the advice by the committee of independent members referred to in article 7:97 BCCA or by the relevant body under the NYSE rules and regulations, is anything different than that such transaction: (i) is not of a nature to cause Euronav a disadvantage which, in light of the strategy of Euronav, is manifestly illegitimate; and (ii) is in the interest of Euronav and does not cause a disadvantage to Euronav which would not be outweighed by benefits for Euronav, and the Euronav Board does not deviate from such advice, then the issue of such advice will be considered as a withdrawal of Board Support by Euronav for the purposes of this Agreement.
Appears in 2 contracts
Sources: Combination Agreement (Frontline LTD /), Combination Agreement (Frontline LTD /)
Further Covenants. 12.1 Without prejudice to any other provision of this Agreement and Applicable Law, the Frontline Parties may acquire Euronav Shares, provided that each of Frontline, Famatown, Geveran and Hemen agrees and undertakes that, and shall procure that the other Frontline Parties shall agree and undertake that, until Tender Offer Completion: (a) they shall first inform Euronav a reasonable time before any such acquisition is made; (b) the aggregate shareholding of the Frontline Parties and any of their Subsidiaries and concert parties as defined in the Takeover Rules in Euronav does not exceed 30% of the total number of Euronav Shares outstanding at any time or does not otherwise trip the mandatory bid threshold under Belgian law or any other relevant mandatory bid threshold applicable to the Combined Group following Tender Offer Completion and, as the case may be, Merger Completion; (c) the voting rights attached to any Euronav Shares acquired by the Frontline Parties after the Agreement Date may not be exercised at any shareholders’ meeting of Euronav, however, the relevant Frontline Parties shall, for the avoidance of doubt, use their voting rights attached to any Euronav Shares held to vote in favour of any resolutions to be taken at a shareholder’s meeting of The Borrower hereby covenants in favour of the transactions contemplated herein.Finance Parties that the Borrower will at all times:
12.2 For the avoidance of doubt, nothing in this Clause 12 shall prevent the Frontline Parties from: (a) selling Euronav Shares on Euronext Brussels punctually pay all premiums, calls, contributions or NYSE other sums payable in respect of all Insurances and within any applicable grace period;
(b) arrange for the execution of such guarantees as may from time to time be required by any protection and indemnity and/or war risks association;
(c) procure that there is duly endorsed upon all Insurance instruments such loss payable clause, notice of assignment clause signed by the Borrower with respect to the Vessel and notice of cancellation clause as may be agreed herein or in connection herewith;
(d) procure that certified copies of all Insurance instruments in due time (but not more frequently than annually and, in the case of a manner policy period of more than twelve (12) months, not more than once in each policy period) shall be delivered to and held by the Facility Agent;
(e) procure that is all Insurance instruments shall expressly provide that the Approved Insurers or the protection and indemnity and/or war risks association or club waives all rights of subrogation and all rights of recourse against the Finance Parties;
(f) not employ the Vessel or suffer the Vessel to be employed otherwise than in violation conformity with the terms of the Insurance instruments (including any other provision express or implied warranties contained therein) without first obtaining the consent of this Agreement the insurers to such employment and complying with such requirements as to extra premium or Applicable Law; orotherwise as the insurers may prescribe;
12.3 Notwithstanding Clause 12.2, (g) apply all such sums as are received by it in respect of the Frontline Parties Insurances for the purpose of making good the loss and fully repairing all damage in respect whereof the insurance moneys shall have been received;
(h) not sell or transfer in make any manner whatsoever any Euronav Shares material adverse alteration to CMB until the earlier Insurances without the prior written consent of the Facility Agent acting reasonably;
(i) Merger Completion not settle or compromise any claim under the Insurances in respect of a Total Loss of the Vessel unless the insurance recovery under such settlement or compromise will be sufficient to discharge the Required Insured Value;
(j) that all necessary action is taken and all requirements are complied with which may, from time to time, be applicable to the Insurances (iiincluding, without limitation, the making of all requisite declarations within any prescribed time limits and the payment of any additional premiums or calls) termination of this Agreement in accordance with Clause 14.
12.4 Without prejudice so as to Applicable Law, each of Frontline, Famatown, Geveran and Hemen agrees and undertakes, and shall procure ensure that the other Frontline Insurances are not made subject to any exclusions or qualifications that might have a material adverse effect on the Finance Parties shall agree and undertake to which the Facility Agent has not given its prior written consent;
(Ak) not to take any steps or actions aimed to change in the composition event that it becomes the group-wide practice of the Euronav Board, remove the Euronav CEO or Borrower in any other manner attempt to control or direct Euronav’s business or operations except in accordance with this Agreement, and (B) not to take any steps or actions or enter into any transaction which may have any impact on the Tender Offer Condition set out in Clause 5.3.3(a), each respect of (A) and (B) until the earlier of: (i) Tender Offer Completion (at which time Schedule 2 or Schedule 3, as applicable, will enter into force in accordance with Clause 8.1 or 8.2, as applicable); and (ii) the termination of this Agreement in accordance with Clause 14.
12.5 Euronav shall not proceed to any acquisition of Euronav Shares by Euronav until the earlier of: (i) Tender Offer Completion; and (ii) the termination of this Agreement in accordance with Clause 14.
12.6 Euronav and each of Frontline, Famatown, Geveran and Hemen agrees and undertakes, and Frontline, Famatown, Geveran and Hemen shall procure that the other Frontline Parties shall agree and undertake, that they shall in good faith discuss and coordinate any discussions and engagement with CMB in relation to CMB’s shareholding in Euronav, any potential Euronav Competing Transaction and/or Frontline Competing Transaction involving CMB, in each case prior to any such discussion or engagement taking place. For the avoidance of doubt, without prejudice to Clauses 10.2 and 11.2 and without prejudice to Clause 14.1(a)(x), no action of CMB shall give any right to any Party to terminate this Agreement.
12.7 During the Interim Period, none of the Parties shall be allowed to declare or pay a dividend or other distribution in each case with a record date prior vessels similar to the expiry of the Interim Period, except that: (a) Euronav shall be allowed Vessel to declare procure additional insurances or pay cash dividends or other cash distributions not exceeding in the aggregate USD 0.09 per Euronav Share; (b) Frontline shall be allowed to declare or pay cash dividends or other cash distributions not exceeding in the aggregate USD 0.15 per Frontline Share; Frontline shall only be allowed to declare or pay dividends or other cash distributions insurance cover in excess of the amount set forth Insurances in item (b) provided respect of such similar vessels, that and to the extent that an amount in cash equal to the amount of any such dividends or distributions with a record date prior to the expiry of the Interim Period multiplied by 1.45 same is paid by Frontline per Euronav Share.
12.8 The Parties acknowledge that required due diligence procured in respect of the Parties’ respective tax arrangements and positions were not completed prior Vessel; and
(l) procure that all steps under its control are taken to signing seek to avoid the occurrence of the Agreementany act or omission, and the Parties therefore undertake to as soon as possible after the execution of this Agreement meet with relevant Representatives to discuss and disclose such issues per a pre-agreed agenda in order for such due diligence to be duly concluded.
13.1 Without prejudice to Clause 3.2.9, the Euronav Board undertakes to repeat its Board Support when considered needed in support of the Combination, not to be withdrawn, conditioned or amended by the Euronav Board, except where all the following steps are satisfied and such withdrawal or amendment is required by Applicable Law or in order for the Euronav Board to comply with its legal and fiduciary duties under Applicable Law: (a) a proposal for a Euronav Competing Transaction is made and is not withdrawn; (b) Euronav provides Frontline with written notice of the Euronav Competing Transaction as defined in 10.2.1(a) (for the avoidance of doubt excluding 10.2.1(b) and 10.2.1(c)), setting out all material terms and conditions of such Euronav Competing Transaction; (c) the Euronav Board determines that such Euronav Competing Transaction constitutes a Superior Proposal and Frontline is promptly notified in writing of such decision and the basis therefore; (d) Frontline is provided with the opportunity to discuss amended terms with Euronav during a ten business day period commencing from the date of the notice given by Euronav to Frontline under (c) above (the “Matching Period”); and (e) Frontline and Euronav do not agree on revised terms by the end of the Matching Period.
13.2 The terms regarding Board Support set out in Clauses 13.1 shall apply mutatis mutandis for the Frontline Board.
13.3 If with respect to any application of the procedure set forth in article 7:97 BCCA, or for related party procedures under the NYSE rules and regulations, in the context which would enable cancellation of any of the transactions set forth in this Agreement (including the Merger), where the conclusion Insurances or render any of the advice by the committee of independent members referred to in article 7:97 BCCA Insurances invalid, void, unenforceable or by the relevant body render any sum paid out under the NYSE rules and regulations, is anything different than that such transaction: (i) is not of a nature to cause Euronav a disadvantage which, in light any of the strategy of Euronav, is manifestly illegitimate; and (ii) is Insurances repayable in the interest of Euronav and does not cause a disadvantage to Euronav which would not be outweighed by benefits for Euronav, and the Euronav Board does not deviate from such advice, then the issue of such advice will be considered as a withdrawal of Board Support by Euronav for the purposes of this Agreementwhole or in part.
Appears in 2 contracts
Sources: Facility Agreement, Facility Agreement (McDermott International Inc)
Further Covenants. 12.1 Without prejudice to any other provision 5.1 The Parties agree that they shall each execute all of the documents and make in accordance with the law all the acts required for the full implementation of this Agreement Agreement. With a view to ensuring the continuous and Applicable Lawstable operations of the Company, Party A agrees that, unless it is required to make an adjustment due to its or its affiliate’s listing on a stock exchange or due to another reason specified in the Frontline Parties may acquire Euronav Shareslaw, provided that each it shall appoint ▇▇▇▇▇▇▇ ▇▇▇ to continue to serve as the legal representative of Frontlinethe Company until it has commenced the payment of the Transfer Price. Party A shall have the right to replace the Company’s legal representative with any third party designated by it within five (5) days after completing the payment of the Transfer Price and ▇▇▇▇▇▇▇ ▇▇▇ shall take all actions to cooperate with Party A in carrying out the business registration procedures for the change of the Company’s legal representative.
5.2 Party B, Famatownas the existing shareholders of the Company, Geveran and Hemen agrees and undertakes thatshall not do, and shall procure not permit the Company to do, anything during the period between the execution date hereof and the Closing Date that could have a material adverse effect on the Equity Interest and/or the Company. For this purpose, Party B and/or the Company undertake(s) that during the period between the execution date hereof and the Closing Date, unless otherwise agreed in advance in writing by Party A:
5.2.1 the Company shall not be permitted to pay (nor shall it agree to pay) any amounts other Frontline Parties than amounts it is required to pay in the ordinary course of business; notwithstanding the foregoing, the Company shall not incur (or agree and undertake that, until Tender Offer Completion: to incur) any single cash payments exceeding Renminbi Fifty Thousand (aRMB50,000) they shall first inform Euronav a reasonable time before any such acquisition is made; (b) or cash payments that in the aggregate shareholding exceed Renminbi One Hundred and Fifty Thousand (RMB150,000) regardless of whether the Frontline Parties and any of their Subsidiaries and concert parties as defined same is incurred in the Takeover Rules in Euronav does not exceed 30% ordinary course of the total number of Euronav Shares outstanding at any time or does not otherwise trip the mandatory bid threshold under Belgian law or any other relevant mandatory bid threshold applicable to the Combined Group following Tender Offer Completion and, as the case may be, Merger Completion; (c) the voting rights attached to any Euronav Shares acquired by the Frontline Parties after the Agreement Date may not be exercised at any shareholders’ meeting of Euronav, however, the relevant Frontline Parties shall, for the avoidance of doubt, use their voting rights attached to any Euronav Shares held to vote in favour of any resolutions to be taken at a shareholder’s meeting of in favour of the transactions contemplated herein.business;
12.2 For the avoidance of doubt, nothing in this Clause 12 shall prevent the Frontline Parties from: (a) selling Euronav Shares on Euronext Brussels or NYSE in a manner that is not in violation of any other provision of this Agreement or Applicable Law; or
12.3 Notwithstanding Clause 12.2, the Frontline Parties shall not sell or transfer in any manner whatsoever any Euronav Shares to CMB until the earlier of 5.2.2 (i) Merger Completion and (ii) termination of this Agreement in accordance with Clause 14.
12.4 Without prejudice to Applicable Law, each of Frontline, Famatown, Geveran and Hemen agrees and undertakes, and shall procure that the other Frontline Parties shall agree and undertake (A) not to take any steps or actions aimed to change the composition of the Euronav Board, remove the Euronav CEO or in any other manner attempt to control or direct Euronav’s business or operations except in accordance with this Agreement, and (B) not to take any steps or actions or enter into any transaction which may have any impact on the Tender Offer Condition set out in Clause 5.3.3(a), each of (A) and (B) until the earlier of: (i) Tender Offer Completion (at which time Schedule 2 or Schedule 3, as applicable, will enter into force in accordance with Clause 8.1 or 8.2, as applicable); and (ii) the termination of this Agreement in accordance with Clause 14.
12.5 Euronav Company shall not proceed be permitted to any acquisition sell, mortgage, pledge, lease, assign or otherwise dispose of Euronav Shares by Euronav until the earlier of: (i) Tender Offer Completion; and (ii) the termination of this Agreement in accordance with Clause 14.
12.6 Euronav and each of Frontline, Famatown, Geveran and Hemen agrees and undertakes, and Frontline, Famatown, Geveran and Hemen shall procure assets that the other Frontline Parties shall agree and undertake, that they shall in good faith discuss and coordinate any discussions and engagement with CMB in relation to CMB’s shareholding in Euronav, any potential Euronav Competing Transaction and/or Frontline Competing Transaction involving CMB, in each case prior to any such discussion or engagement taking place. For the avoidance of doubt, without prejudice to Clauses 10.2 and 11.2 and without prejudice to Clause 14.1(a)(x), no action of CMB shall give any right to any Party to terminate this Agreement.
12.7 During the Interim Period, none of the Parties shall be allowed to declare or pay a dividend or other distribution in each case with a record date prior to the expiry of the Interim Period, except that: (a) Euronav shall be allowed to declare or pay cash dividends or other cash distributions are not exceeding in the aggregate USD 0.09 per Euronav Share; (b) Frontline shall be allowed to declare or pay cash dividends or other cash distributions not exceeding in the aggregate USD 0.15 per Frontline Share; Frontline shall only be allowed to declare or pay dividends or other cash distributions in excess of the amount set forth in item (b) provided that and to the extent that an amount in cash equal to the amount its scope of any such dividends or distributions with a record date prior to the expiry of the Interim Period multiplied by 1.45 is paid by Frontline per Euronav Share.
12.8 The Parties acknowledge that required due diligence in respect of the Parties’ respective tax arrangements and positions were not completed prior to signing of the Agreement, and the Parties therefore undertake to as soon as possible after the execution of this Agreement meet with relevant Representatives to discuss and disclose such issues per a pre-agreed agenda in order for such due diligence to be duly concluded.
13.1 Without prejudice to Clause 3.2.9, the Euronav Board undertakes to repeat its Board Support when considered needed in support of the Combination, not to be withdrawn, conditioned or amended by the Euronav Board, except where all the following steps are satisfied and such withdrawal or amendment is required by Applicable Law or in order for the Euronav Board to comply with its legal and fiduciary duties under Applicable Law: (a) a proposal for a Euronav Competing Transaction is made and is not withdrawn; (b) Euronav provides Frontline with written notice of the Euronav Competing Transaction as defined in 10.2.1(a) (for the avoidance of doubt excluding 10.2.1(b) and 10.2.1(c)), setting out all material terms and conditions of such Euronav Competing Transaction; (c) the Euronav Board determines that such Euronav Competing Transaction constitutes a Superior Proposal and Frontline is promptly notified in writing of such decision and the basis therefore; (d) Frontline is provided with the opportunity to discuss amended terms with Euronav during a ten business day period commencing from the date of the notice given by Euronav to Frontline under (c) above (the “Matching Period”); and (e) Frontline and Euronav do not agree on revised terms by the end of the Matching Period.
13.2 The terms regarding Board Support set out in Clauses 13.1 shall apply mutatis mutandis for the Frontline Board.
13.3 If with respect to any application of the procedure set forth in article 7:97 BCCA, or for related party procedures under the NYSE rules and regulations, in the context of any of the transactions set forth in this Agreement (including the Merger), where the conclusion of the advice by the committee of independent members referred to in article 7:97 BCCA or by the relevant body under the NYSE rules and regulations, is anything different than that such transaction: total transaction value exceeds Renminbi Ten Thousand (i) is not of a nature to cause Euronav a disadvantage which, in light of the strategy of Euronav, is manifestly illegitimate; and (ii) is in the interest of Euronav and does not cause a disadvantage to Euronav which would not be outweighed by benefits for Euronav, and the Euronav Board does not deviate from such advice, then the issue of such advice will be considered as a withdrawal of Board Support by Euronav for the purposes of this Agreement.RMB10,000);
Appears in 1 contract
Further Covenants. 12.1 Without prejudice to any other provision of this Agreement and Applicable Law, the Frontline Parties may acquire Euronav Shares, provided that each of Frontline, Famatown, Geveran and Hemen agrees and undertakes that, and shall procure that the other Frontline Parties shall agree and undertake that, until Tender Offer Completion: :
(a) they shall first inform Euronav a reasonable time before any such acquisition is made; ;
(b) the aggregate shareholding of the Frontline Parties and any of their Subsidiaries and concert parties as defined in the Takeover Rules in Euronav does not exceed 30% of the total number of Euronav Shares outstanding at any time or does not otherwise trip the mandatory bid threshold under Belgian law or any other relevant mandatory bid threshold applicable to the Combined Group following Tender Offer Completion and, as the case may be, Merger Completion; ;
(c) the voting rights attached to any Euronav Shares acquired by the Frontline Parties after the Agreement Date may not be exercised at any shareholders’ meeting of Euronav, however, the relevant Frontline Parties shall, for the avoidance of doubt, use their voting rights attached to any Euronav Shares held to vote in favour of any resolutions to be taken at a shareholder’s meeting of in favour of the transactions contemplated herein.
12.2 For the avoidance of doubt, nothing in this Clause 12 shall prevent the Frontline Parties from: :
(a) selling Euronav Shares on Euronext Brussels or NYSE in a manner that is not in violation of any other provision of this Agreement or Applicable Law; or
12.3 Notwithstanding Clause 12.2, the Frontline Parties shall not sell or transfer in any manner whatsoever any Euronav Shares to CMB until the earlier of (i) Merger Completion and (ii) termination of this Agreement in accordance with Clause 14.
12.4 Without prejudice to Applicable Law, each of Frontline, Famatown, Geveran and Hemen agrees and undertakes, and shall procure that the other Frontline Parties shall agree and undertake (A) not to take any steps or actions aimed to change the composition of the Euronav Board, remove the Euronav CEO or in any other manner attempt to control or direct Euronav’s business or operations except in accordance with this Agreement, and (B) not to take any steps or actions or enter into any transaction which may have any impact on the Tender Offer Condition set out in Clause 5.3.3(a), each of (A) and (B) until the earlier of: (i) Tender Offer Completion (at which time Schedule 2 or Schedule 3, as applicable, will enter into force in accordance with Clause 8.1 or 8.2, as applicable); and (ii) the termination of this Agreement in accordance with Clause 14.
12.5 Euronav shall not proceed to any acquisition of Euronav Shares by Euronav until the earlier of: (i) Tender Offer Completion; and (ii) the termination of this Agreement in accordance with Clause 14.
12.6 Euronav and each of Frontline, Famatown, Geveran and Hemen agrees and undertakes, and Frontline, Famatown, Geveran and Hemen shall procure that the other Frontline Parties shall agree and undertake, that they shall in good faith discuss and coordinate any discussions and engagement with CMB in relation to CMB’s shareholding in Euronav, any potential Euronav Competing Transaction and/or Frontline Competing Transaction involving CMB, in each case prior to any such discussion or engagement taking place. For the avoidance of doubt, without prejudice to Clauses 10.2 and 11.2 and without prejudice to Clause 14.1(a)(x), no action of CMB shall give any right to any Party to terminate this Agreement.
12.7 During the Interim Period, none of the Parties shall be allowed to declare or pay a dividend or other distribution in each case with a record date prior to the expiry of the Interim Period, except that: (a) Euronav shall be allowed to declare or pay cash dividends or other cash distributions not exceeding in the aggregate USD 0.09 per Euronav Share; (b) Frontline shall be allowed taking such steps and actions (including selling or buying Euronav Shares), as are deemed reasonable and required in order to declare or pay cash dividends or other cash distributions not exceeding in the aggregate USD 0.15 per Frontline Share; Frontline shall only be allowed to declare or pay dividends or other cash distributions in excess of the amount set forth in item (b) provided that and to the extent that an amount in cash equal to the amount of any such dividends or distributions with a record date prior to the expiry of the Interim Period multiplied by 1.45 is paid by Frontline per Euronav Share.
12.8 The Parties acknowledge that required due diligence in respect of the Parties’ respective tax arrangements and positions were not completed prior to signing of the Agreement, and the Parties therefore undertake to as soon as possible after defend the execution of this Agreement meet with relevant Representatives to discuss and disclose such issues per a pre-agreed agenda in order for such due diligence to be duly concluded.
13.1 Without prejudice to Clause 3.2.9, the Euronav Board undertakes to repeat its Board Support when considered needed in support of the Combination, not to be withdrawn, conditioned or amended by the Euronav Board, except where all the following steps are satisfied and such withdrawal or amendment is required by Applicable Law or in order for the Euronav Board to comply with its legal and fiduciary duties under Applicable Law: (a) a proposal for a Euronav Competing Transaction is made and is not withdrawn; (b) Euronav provides Frontline with written notice of the Euronav Competing Transaction as defined in 10.2.1(a) (for the avoidance of doubt excluding 10.2.1(b) and 10.2.1(c)), setting out all material terms and conditions of such Euronav Competing Transaction; (c) the Euronav Board determines that such Euronav Competing Transaction constitutes a Superior Proposal and Frontline is promptly notified in writing of such decision Combination and the basis therefore; (d) Frontline is provided with the opportunity to discuss amended terms with Euronav during a ten business day period commencing from the date of the notice given by Euronav to Frontline under (c) above (the “Matching Period”); and (e) Frontline and Euronav do not agree on revised terms by the end of the Matching Periodother transactions contemplated herein.
13.2 The terms regarding Board Support set out in Clauses 13.1 shall apply mutatis mutandis for the Frontline Board.
13.3 If with respect to any application of the procedure set forth in article 7:97 BCCA, or for related party procedures under the NYSE rules and regulations, in the context of any of the transactions set forth in this Agreement (including the Merger), where the conclusion of the advice by the committee of independent members referred to in article 7:97 BCCA or by the relevant body under the NYSE rules and regulations, is anything different than that such transaction: (i) is not of a nature to cause Euronav a disadvantage which, in light of the strategy of Euronav, is manifestly illegitimate; and (ii) is in the interest of Euronav and does not cause a disadvantage to Euronav which would not be outweighed by benefits for Euronav, and the Euronav Board does not deviate from such advice, then the issue of such advice will be considered as a withdrawal of Board Support by Euronav for the purposes of this Agreement.
Appears in 1 contract
Sources: Combination Agreement (Euronav NV)
Further Covenants. 12.1 Without prejudice 3.23.1 Not to do or permit to be done on the Premises any other provision playing of this Agreement loud music, arguing, door slamming, dog barking or fouling, offensive drunkenness, selling of controlled drugs, drug abuse or rubbish dumping.
3.23.2 Not to park or permit to be parked any vehicle which may obstruct access to and Applicable Law, egress from any of the Frontline Parties may acquire Euronav Shares, provided that each properties on the Landlord’s Estate.
3.23.3 Upon any assignment permitted by virtue of Frontline, Famatown, Geveran and Hemen agrees and undertakes that, and sub-clause 3.20 the Leaseholder shall procure that also pay to the other Frontline Parties shall agree and undertake that, until Tender Offer CompletionLandlord: Draft (1) 25.03.10
(a) they shall first inform Euronav a Its reasonable time before any such acquisition is made; administrative and legal fees and this sum will be payable whether or not the assignment proceeds to completion.
(b) Any arrears of Specified Rent and Charges and any other monies due hereunder to the aggregate shareholding date of completion of the Frontline Parties and any of their Subsidiaries and concert parties as defined in the Takeover Rules in Euronav does not exceed 30% of the total number of Euronav Shares outstanding at any time or does not otherwise trip the mandatory bid threshold under Belgian law assignment
(c) The valuation fees or any other relevant mandatory bid threshold applicable fees incurred by the Landlord
3.23.4 To observe and perform all requirements of the Transfer, the Section 106 Agreement and any other planning agreements which relate to the Combined Group following Tender Offer Completion and, Premises and at the direction of the Landlord to do all such things as the case may beLandlord shall reasonably specify to be done to secure the full and proper performance of the obligations contained in the Transfer and those agreements, Merger Completion; (c) including any amendment, variation or rectification thereof.
3.23.5 On receipt of any notice concerning the voting rights attached Premises served under the Party ▇▇▇▇ ▇▇▇ ▇▇▇▇ to respond at the Leaseholder's expense in the way that the Landlord requires.
3.23.6 The Leaseholder will immediately on request by the Landlord join in and be a party to any Euronav Shares acquired by deed or document to grant easements over the Frontline Parties after Premises and the Agreement Date may not be exercised at any shareholders’ meeting of Euronav, however, the relevant Frontline Parties shall, for the avoidance of doubt, use their voting rights attached Estate to any Euronav Shares held to vote public authority in favour of connection with any resolutions services to be taken provided.
3.23.7 To keep the garden at a shareholder’s meeting of in favour the Premises neat and tidy and well cultivated
3.23.8 Not to hang or otherwise place for drying or other similar purpose any washing laundry clothing household linen or fabric or other similar material between the front elevation of the transactions contemplated hereinPremises and the road immediately to the front of the Premises.
12.2 For the avoidance of doubt, nothing in this Clause 12 shall prevent the Frontline Parties from: (a) selling Euronav Shares on Euronext Brussels 3.23.9 Not to store any dustbin or NYSE in a manner that is not in violation of any other provision of this Agreement or Applicable Law; or
12.3 Notwithstanding Clause 12.2, the Frontline Parties shall not sell or transfer in any manner whatsoever any Euronav Shares to CMB until the earlier of (i) Merger Completion and (ii) termination of this Agreement in accordance with Clause 14.
12.4 Without prejudice to Applicable Law, each of Frontline, Famatown, Geveran and Hemen agrees and undertakes, and shall procure that the other Frontline Parties shall agree and undertake (A) not to take any steps or actions aimed to change the composition of the Euronav Board, remove the Euronav CEO or in any other manner attempt to control or direct Euronav’s business or operations except in accordance with this Agreement, and (B) not to take any steps or actions or enter into any transaction which may have any impact refuse contained on the Tender Offer Condition set out in Clause 5.3.3(a), each of (A) and (B) until the earlier of: (i) Tender Offer Completion (at which time Schedule 2 or Schedule 3, Premises so as applicable, will enter into force in accordance with Clause 8.1 or 8.2, as applicable); and (ii) the termination of this Agreement in accordance with Clause 14.
12.5 Euronav shall not proceed to any acquisition of Euronav Shares by Euronav until the earlier of: (i) Tender Offer Completion; and (ii) the termination of this Agreement in accordance with Clause 14.
12.6 Euronav and each of Frontline, Famatown, Geveran and Hemen agrees and undertakes, and Frontline, Famatown, Geveran and Hemen shall procure that the other Frontline Parties shall agree and undertake, that they shall in good faith discuss and coordinate any discussions and engagement with CMB in relation to CMB’s shareholding in Euronav, any potential Euronav Competing Transaction and/or Frontline Competing Transaction involving CMB, in each case prior to any such discussion or engagement taking place. For the avoidance of doubt, without prejudice to Clauses 10.2 and 11.2 and without prejudice to Clause 14.1(a)(x), no action of CMB shall give any right to any Party to terminate this Agreement.
12.7 During the Interim Period, none of the Parties shall be allowed to declare or pay a dividend or other distribution in each case with a record date prior to the expiry of the Interim Period, except that: (a) Euronav shall be allowed to declare or pay cash dividends or other cash distributions not exceeding in the aggregate USD 0.09 per Euronav Share; (b) Frontline shall be allowed to declare or pay cash dividends or other cash distributions not exceeding in the aggregate USD 0.15 per Frontline Share; Frontline shall only be allowed to declare or pay dividends or other cash distributions in excess of the amount set forth in item (b) provided that and to the extent that an amount in cash equal to the amount of any such dividends or distributions with a record date prior to the expiry of the Interim Period multiplied by 1.45 is paid by Frontline per Euronav Share.
12.8 The Parties acknowledge that required due diligence in respect of the Parties’ respective tax arrangements and positions were not completed prior to signing of the Agreement, and the Parties therefore undertake to as soon as possible after the execution of this Agreement meet with relevant Representatives to discuss and disclose such issues per a pre-agreed agenda in order for such due diligence to be duly concluded.
13.1 Without prejudice to Clause 3.2.9, the Euronav Board undertakes to repeat its Board Support when considered needed in support of the Combination, not to be withdrawn, conditioned or amended by the Euronav Board, except where all the following steps are satisfied and such withdrawal or amendment is required by Applicable Law or in order for the Euronav Board to comply with its legal and fiduciary duties under Applicable Law: (a) a proposal for a Euronav Competing Transaction is made and is not withdrawn; (b) Euronav provides Frontline with written notice of the Euronav Competing Transaction as defined in 10.2.1(a) (for the avoidance of doubt excluding 10.2.1(b) and 10.2.1(c)), setting out all material terms and conditions of such Euronav Competing Transaction; (c) the Euronav Board determines that such Euronav Competing Transaction constitutes a Superior Proposal and Frontline is promptly notified in writing of such decision and the basis therefore; (d) Frontline is provided with the opportunity to discuss amended terms with Euronav during a ten business day period commencing visible from the date of road or footpath to which the notice given by Euronav to Frontline under (c) above (the “Matching Period”); and (e) Frontline and Euronav do not agree on revised terms by the end of the Matching Periodsame abuts.
13.2 The terms regarding Board Support set out in Clauses 13.1 shall apply mutatis mutandis for the Frontline Board.
13.3 If with respect to any application of the procedure set forth in article 7:97 BCCA, or for related party procedures under the NYSE rules and regulations, in the context of any of the transactions set forth in this Agreement (including the Merger), where the conclusion of the advice by the committee of independent members referred to in article 7:97 BCCA or by the relevant body under the NYSE rules and regulations, is anything different than that such transaction: (i) is not of a nature to cause Euronav a disadvantage which, in light of the strategy of Euronav, is manifestly illegitimate; and (ii) is in the interest of Euronav and does not cause a disadvantage to Euronav which would not be outweighed by benefits for Euronav, and the Euronav Board does not deviate from such advice, then the issue of such advice will be considered as a withdrawal of Board Support by Euronav for the purposes of this Agreement.
Appears in 1 contract
Sources: Lease Agreement
Further Covenants. 12.1 Without prejudice a) The Borrower/Co-Borrower(s) hereby confirms that the asset/machinery/vehicle has been booked with the dealer/will be purchased from the seller and requests that the proceeds of the Loan along with the margin money to be directly disbursed to the said dealer/seller by way of demand draft or any other provision such mode and the same will be construed as the Loan being disbursed to the Borrower.
b) The Borrower/Co-Borrower(s) further confirms that the Bank will have no responsibility or obligation whatsoever with respect to and the Borrower/Co-Borrower(s) shall be responsible to repay the Loan in full in accordance with the terms regardless of, any delay or non-delivery of this Agreement the asset/machinery/vehicle and Applicable Lawdefect, damage or other problems with the quality of such asset/machinery/vehicle or any matter whatsoever arising out of or relating to such asset/machinery/vehicle or the use or application of the proceeds of the Loan. Further, in case of any cancellation of the purchase of the above asset/machinery/vehicle, the Frontline Parties may acquire Euronav Shares, provided that each Borrower/Co- Borrower(s) further authorizes and instructs the dealer/seller to refund the booking money to the Bank.
c) The Borrower/Co-Borrower(s) undertakes to inform the Bank as soon as he/she/they take delivery of Frontline, Famatown, Geveran and Hemen agrees and undertakes that, and shall procure the asset/machinery/vehicle.
d) The Borrower/Co-Borrower(s) confirms that the other Frontline Parties bank shall agree disburse the loan amount, net of all charges and undertake that, until Tender Offer Completion: (a) they shall first inform Euronav a reasonable time before any such acquisition is made; (b) fees to the aggregate shareholding account of the Frontline Parties dealer/seller or the account of the Borrower as specified in the loan application.
e) The Borrower/Co-Borrower(s) agrees that the Borrower/Co- Borrower(s) will not compound or release the Hypothecated Assets nor do anything whereby the recovery of the same may be impeded, delayed or prevented without the consent of the Bank and further agrees to keep proper books of account of its business(es) and will at all times as and when required produce such books of account and all vouchers, papers and documents relating thereto for the inspection of the Bank and any of their Subsidiaries its officers or agents and concert parties as defined allow free access to them without any demur.
f) The Borrower/Co-Borrower(s) shall carefully keep and preserve all the documents, papers and vouchers in connection with or relating to or which are likely to prove the Takeover Rules in Euronav does not exceed 30% of the total number of Euronav Shares outstanding Hypothecated Assets or any part thereof and will at any time or does not otherwise trip when required to do so, produce such documents, papers and vouchers for the mandatory bid threshold under Belgian law inspection of the Bank and take such steps for the recovery thereof as the Bank may direct, failing which the Bank is hereby empowered without any consent of the Borrower/Co-Borrower(s) to take all or any other relevant mandatory bid threshold applicable such steps by itself in this regard.
g) The Borrower/Co-Borrower(s) shall allow the Bank or its authorized agent to take inspection of Hypothecated assets, of all records in the name of and on behalf of and at the cost and expenses of the Borrower/Co-Borrower(s) and will produce such evidence as the Bank may require as to the Combined Group following Tender Offer Completion and, cost and value of any such Hypothecated Assets and it shall be lawful for the Bank at any time and from time to time during the continuance of this security to appoint and employ at the expense of the Borrower/Co-Borrower(s) in all respects and either temporary or for such periods as the case may be, Merger Completion; (cBank shall think fit a person or persons or firm or Bank to inspect and value on behalf of the Bank the Hypothecated Assets and the Borrower/Co-Borrower(s) shall pay to the voting rights attached Bank on demand the fees or other remuneration payable to any Euronav Shares acquired such person firm or Bank and the cost, charges and expenses of and incidental to such valuation (the bank's statement therefore being conclusive in that behalf) and in default, the Bank shall be at liberty to debit the amount thereof to the respective Account of the Borrower/Co-Borrower(s). Any such valuation shall be conclusive against the Borrower/Co-Borrower(s).
h) If so, required by the Frontline Parties after the Agreement Date may not be exercised at any shareholders’ meeting of Euronav, howeverBank, the relevant Frontline Parties shallBorrower/Co-Borrower(s) shall cause to be displayed on the Hypothecated Assets, sign boards prominently indicating that the Hypothecated Assets are hypothecated to the Bank. The sign boards to be displayed in such manner and form as may be required by the Bank.
i) The Borrower/Co-Borrower(s) hereby declares that the Hypothecated Assets and all documents relating to the Hypothecated Assets shall be held in trust by them for the avoidance Bank.
j) The Borrower/Co-Borrower(s) shall ensure that no charge or encumbrance is created on Hypothecated Assets or any of doubt, use their voting rights attached to any Euronav Shares held to vote in favour of any resolutions to be taken at a shareholder’s meeting of them and that nothing is done that may adversely affect the security created hereby on the Hypothecated Assets in favour of the transactions contemplated hereinBank.
12.2 For k) Notwithstanding anything herein contained, the avoidance Bank shall have a lien over all the assets of doubtthe Borrower in Bank's control and a right of set off against any monies due from the Borrower to the Bank and to combine all accounts of the Borrower/Co-Borrower(s) for recovery of Bank's dues.
l) The Borrower/Co-Borrower(s) undertakes to comply with all the rules, nothing in this Clause 12 shall prevent laws and regulations relating to the Frontline Parties from: (apossession, operation and use of the Vehicle/equipment as may be applicable from time to time and assumes all risks and liabilities arising from or pertaining to the possession, operation or use of the Vehicle. The Borrower/Co-Borrower(s) selling Euronav Shares on Euronext Brussels doth hereby agrees to indemnify and keep indemnified and hold safe and harmless the Bank from and covenants and undertakes to defend the Bank against any and all claims, costs, expenses, damages and liabilities whether civil or NYSE in a manner that is not in violation criminal, of any nature whatsoever, arising from or pertaining to the use, possession, operation or transportation of the Vehicle/equipment or against the loss of the Vehicle/equipment by seizure by any person other provision than the Bank for any reason whatsoever or resulting from any form of this Agreement legal process initiated by any person other than the Bank as also against any damage or Applicable Law; orloss (whether monetary or otherwise) caused to the Bank due to the destruction of or any damage to the vehicle.
12.3 Notwithstanding Clause 12.2, m) The Borrower/Co-Borrower(s) does hereby further covenant with the Frontline Parties Bank that the Vehicle/equipment shall not sell be used either by himself or transfer by his servants or agents for any form of smuggling, transport of goods, articles, persons etc. or be employed for carrying hazardous waste, drugs or any other psychotropic and banned substances, etc. in contravention of any of the provisions of the Acts of Central and State Legislatures relating to Forest, Excise, Sales Tax, Customs, Prohibition, Opium, Railway property unlawful possession, Gold Control etc. and the Vehicle/equipment shall not be adapted, altered or fitted for the purpose of concealing such goods, articles or persons. The Borrower/Co-Borrower(s) shall not engage the Vehicle/equipment in any manner whatsoever any Euronav Shares to CMB until unlawful or illegal activity and the earlier of (iBorrower/Co-Borrower(s) Merger Completion and (ii) termination of this Agreement in accordance with Clause 14.
12.4 Without prejudice to Applicable Law, each of Frontline, Famatown, Geveran and Hemen agrees and undertakes, and shall procure that the other Frontline Parties shall agree and undertake (A) not to take any steps or actions aimed to change the composition of the Euronav Board, remove the Euronav CEO or in any other manner attempt to control or direct Euronav’s business or operations except in accordance with this Agreement, and (B) not to take any steps or actions or enter into any transaction which may have any impact on the Tender Offer Condition set out in Clause 5.3.3(a), each of (A) and (B) until the earlier of: (i) Tender Offer Completion (at which time Schedule 2 or Schedule 3, as applicable, will enter into force in accordance with Clause 8.1 or 8.2, as applicable); and (ii) the termination of this Agreement in accordance with Clause 14.
12.5 Euronav shall not proceed to any acquisition of Euronav Shares by Euronav until the earlier of: (i) Tender Offer Completion; and (ii) the termination of this Agreement in accordance with Clause 14.
12.6 Euronav and each of Frontline, Famatown, Geveran and Hemen agrees and undertakes, and Frontline, Famatown, Geveran and Hemen shall procure that the other Frontline Parties shall agree and undertake, that they shall in good faith discuss and coordinate any discussions and engagement with CMB in relation to CMB’s shareholding in Euronav, any potential Euronav Competing Transaction and/or Frontline Competing Transaction involving CMB, in each case prior to any such discussion or engagement taking place. For the avoidance of doubt, without prejudice to Clauses 10.2 and 11.2 and without prejudice to Clause 14.1(a)(x), no action of CMB shall give any right to any Party to terminate this Agreement.
12.7 During the Interim Period, none of the Parties shall be allowed to declare responsible for any damage or pay a dividend loss sustained by the Bank directly or other distribution in each case with a record date prior to the expiry of the Interim Periodindirectly, except that: (a) Euronav shall be allowed to declare or pay cash dividends or other cash distributions not exceeding in the aggregate USD 0.09 per Euronav Share; (b) Frontline shall be allowed to declare or pay cash dividends or other cash distributions not exceeding in the aggregate USD 0.15 per Frontline Share; Frontline shall only be allowed to declare or pay dividends or other cash distributions in excess of the amount set forth in item (b) provided that and to the extent that an amount in cash equal to the amount of any such dividends or distributions with a record date prior to the expiry of the Interim Period multiplied by 1.45 is paid by Frontline per Euronav Share.
12.8 The Parties acknowledge that required due diligence in respect of the Parties’ respective tax arrangements and positions were not completed prior to signing vehicle, as result of such wrongful or unlawful use.
n) In consideration of the Agreementsaid Loan, the Borrower/Co-Borrower(s) has agreed to sign/signed and executed various forms specified under Motor Vehicles Act and rules (hereinafter called the Parties therefore undertake “RTO Form”) to enable the Bank to utilize them for the purpose of sale and/or transfer of the Vehicle/equipment in the name of any purchaser/transferee/third party to the choice of the Bank and/or to transfer the Registration certificate from one State to another State. On an occurrence of event of default, the Borrower/Co-Borrower(s) hereby irrevocably authorizes the Bank to fill in, all the details in the RTO Form, with the name of purchaser/transferee/third party, of Bank's choice and use such RTO Form and apply before the concerned Registering Authority for transfer the Vehicle/equipment in the name of the transferee/third Party as soon if Borrower/Co-Borrower(s) had personally performed or executed the same.
o) The Borrower/Co-Borrower(s) further authorizes the Bank to do, perform and execute all acts, deeds, matters and things relating to concerning these presents as possible after fully and effectually as if Borrower/Co- Borrower(s) had personally performed or executed the execution of this Agreement meet with relevant Representatives same. The Borrower/Co-Borrower(s) agrees to discuss ratify and disclose such issues per a pre-agreed agenda in order for such due diligence confirm all and whatsoever the Bank shall do cause to be duly concluded.
13.1 Without prejudice to Clause 3.2.9, done in or about the Euronav Board undertakes to repeat its Board Support when considered needed premises by virtue of these presents. The Borrower/Co-Borrower(s) further agrees that the aforesaid powers have been granted for valuable consideration and as such shall be irrevocable in support nature till such time as any amounts remain due owing or payable under or in respect of or in pursuance of the Combination, not to be withdrawn, conditioned or amended by the Euronav Board, except where all the following steps are satisfied and such withdrawal or amendment is required by Applicable Law or in order for the Euronav Board to comply with its legal and fiduciary duties under Applicable Law: (a) a proposal for a Euronav Competing Transaction is made and is not withdrawn; (b) Euronav provides Frontline with written notice of the Euronav Competing Transaction as defined in 10.2.1(a) (for the avoidance of doubt excluding 10.2.1(b) and 10.2.1(c)), setting out all material terms and conditions of such Euronav Competing Transaction; (c) the Euronav Board determines that such Euronav Competing Transaction constitutes a Superior Proposal and Frontline is promptly notified in writing of such decision and the basis therefore; (d) Frontline is provided with the opportunity to discuss amended terms with Euronav during a ten business day period commencing from the date of the notice given by Euronav to Frontline under (c) above (the “Matching Period”); and (e) Frontline and Euronav do not agree on revised terms by the end of the Matching Periodsaid Loan and/or these presents.
13.2 The terms regarding Board Support set out in Clauses 13.1 shall apply mutatis mutandis for the Frontline Board.
13.3 If with respect to any application of the procedure set forth in article 7:97 BCCA, or for related party procedures under the NYSE rules and regulations, in the context of any of the transactions set forth in this Agreement (including the Merger), where the conclusion of the advice by the committee of independent members referred to in article 7:97 BCCA or by the relevant body under the NYSE rules and regulations, is anything different than that such transaction: (i) is not of a nature to cause Euronav a disadvantage which, in light of the strategy of Euronav, is manifestly illegitimate; and (ii) is in the interest of Euronav and does not cause a disadvantage to Euronav which would not be outweighed by benefits for Euronav, and the Euronav Board does not deviate from such advice, then the issue of such advice will be considered as a withdrawal of Board Support by Euronav for the purposes of this Agreement.
Appears in 1 contract
Sources: Loan Agreement
Further Covenants. 12.1 Without prejudice to any other provision of this Agreement and Applicable Law, the Frontline Parties may acquire Euronav Shares, provided that each of Frontline, Famatown, Geveran and Hemen a) The Borrower agrees and undertakes that, and shall procure that the other Frontline Parties shall agree and undertake that, until Tender Offer Completion: (a) they shall first inform Euronav a reasonable time before any such acquisition is made; (b) Borrower will not compound or release the aggregate shareholding Hypothecated Assets nor do anything whereby the recovery of the Frontline Parties same may be impeded, delayed or prevented without the consent of RCL and further agrees to keep proper books of account of its business(es) and will at all times as and when required produce such books of account and all vouchers, papers and documents relating thereto for the inspection of RCL and any of their Subsidiaries its officers or agents and concert parties as defined allow free access to them without any demur.
b) The Borrower shall carefully keep and preserve all the documents, papers and vouchers in connection with or relating to or which are likely to prove the Takeover Rules in Euronav does not exceed 30% of the total number of Euronav Shares outstanding Hypothecated Assets or any part thereof and will at any time when required to do so, produce such documents, papers and vouchers for the inspection of RCL and take such steps for the recovery thereof as RCL may direct, failing which RCL is hereby empowered without any consent of the Borrower to take all or any such steps by itself in the name of and on behalf of and at the cost and expenses of the Borrower.
c) The Borrower shall allow RCL or its authorized agent to take inspection of Hypothecated Assets of all records and will produce such evidence as RCL may require as to the cost and value of any such Hypothecated Assets and it shall be lawful for RCL at any time and from time to time during the continuance of this security to appoint and employ at the expense of the Borrower in all respects and either temporary or for such periods as RCL shall think fit a person or persons or firm or company to inspect and value on behalf of RCL the Hypothecated Assets and the Borrower shall pay to RCL on demand the fees or other remuneration payable to any such person firm or company and the cost, charges and expenses of and incidental to such valuation (the bank's statement therefore being conclusive in that behalf) and in default RCL shall be at liberty to debit the amount thereof to the respective Account of the Borrower. Any such valuation shall be conclusive against the Borrower.
d) If so required by RCL, the Borrower shall cause to be displayed on the Hypothecated Assets, sign boards prominently indicating that the Hypothecated Assets are hypothecated to RCL; the sign boards to be displayed in such manner and form as may be required by RCL.
e) The Borrower hereby declares that the Hypothecated Assets and all documents relating to the Hypothecated Assets shall be held in trust by them for RCL.
f) The Borrower shall ensure that no charge or encumbrance is created on Hypothecated Assets or any of them and that nothing is done that may adversely affect the security created hereby on the Hypothecated Assets in favour of RCL.
g) Notwithstanding anything herein contained, RCL shall have a lien over all the assets of the Borrower in RCL's control and a right of set off against any monies due from the Borrower to RCL and to combine all accounts of the Borrower for recovery of RCL's dues.
h) The Borrower undertakes to comply with all the rules, laws and regulations relating to the possession, operation and use of the Car as may be applicable from time to time and assumes all risks and liabilities arising from or pertaining to the possession, operation or use of the Car. The Borrower doth hereby agrees to indemnify and keep indemnified and hold safe and harmless RCL from and covenants and undertakes to defend RCL against any and all claims, costs, expenses, damages and liabilities whether civil or criminal, of any nature whatsoever, arising from or pertaining to the use, possession, operation or transportation of the Car or against the loss of the Car by seizure by any person other than RCL for any reason whatsoever, or resulting from any form of legal process initiated by any person other than RCL as also against any damage or loss (whether monetary or otherwise) caused to RCL due to the destruction of or any damage to the Car.
i) The Borrower does hereby further covenant with RCL that the Car shall not otherwise trip the mandatory bid threshold under Belgian law be used either by himself or by his servants or agents for any form of smuggling, transport of goods, articles, persons etc. or be employed for carrying hazardous waste, drugs or any other relevant mandatory bid threshold applicable psychotropic and banned substances, etc. in contravention of any of the provisions of the Acts of Central and State Legislatures relating to Forest, Excise, Sales Tax, Customs, Prohibition, Opium, Railway property unlawful possession, Gold Control etc and the Combined Group following Tender Offer Completion and, as the case may be, Merger Completion; (c) the voting rights attached to any Euronav Shares acquired by the Frontline Parties after the Agreement Date may Car shall not be exercised at any shareholders’ meeting of Euronavadapted, however, the relevant Frontline Parties shall, altered or fitted for the avoidance purpose of doubtconcealing such goods, use their voting rights attached to any Euronav Shares held to vote in favour of any resolutions to be taken at a shareholder’s meeting of in favour of the transactions contemplated herein.
12.2 For the avoidance of doubt, nothing in this Clause 12 shall prevent the Frontline Parties from: (a) selling Euronav Shares on Euronext Brussels articles or NYSE in a manner that is not in violation of any other provision of this Agreement or Applicable Law; or
12.3 Notwithstanding Clause 12.2, the Frontline Parties persons. The Borrower shall not sell or transfer engage the Car in any manner whatsoever any Euronav Shares to CMB until unlawful or illegal activity and the earlier of (i) Merger Completion and (ii) termination of this Agreement in accordance with Clause 14.
12.4 Without prejudice to Applicable Law, each of Frontline, Famatown, Geveran and Hemen agrees and undertakes, and shall procure that the other Frontline Parties shall agree and undertake (A) not to take any steps or actions aimed to change the composition of the Euronav Board, remove the Euronav CEO or in any other manner attempt to control or direct Euronav’s business or operations except in accordance with this Agreement, and (B) not to take any steps or actions or enter into any transaction which may have any impact on the Tender Offer Condition set out in Clause 5.3.3(a), each of (A) and (B) until the earlier of: (i) Tender Offer Completion (at which time Schedule 2 or Schedule 3, as applicable, will enter into force in accordance with Clause 8.1 or 8.2, as applicable); and (ii) the termination of this Agreement in accordance with Clause 14.
12.5 Euronav shall not proceed to any acquisition of Euronav Shares by Euronav until the earlier of: (i) Tender Offer Completion; and (ii) the termination of this Agreement in accordance with Clause 14.
12.6 Euronav and each of Frontline, Famatown, Geveran and Hemen agrees and undertakes, and Frontline, Famatown, Geveran and Hemen shall procure that the other Frontline Parties shall agree and undertake, that they shall in good faith discuss and coordinate any discussions and engagement with CMB in relation to CMB’s shareholding in Euronav, any potential Euronav Competing Transaction and/or Frontline Competing Transaction involving CMB, in each case prior to any such discussion or engagement taking place. For the avoidance of doubt, without prejudice to Clauses 10.2 and 11.2 and without prejudice to Clause 14.1(a)(x), no action of CMB shall give any right to any Party to terminate this Agreement.
12.7 During the Interim Period, none of the Parties Borrower shall be allowed to declare responsible for any damage or pay a dividend loss sustained by RCL directly or other distribution in each case with a record date prior to the expiry of the Interim Periodindirectly, except that: (a) Euronav shall be allowed to declare or pay cash dividends or other cash distributions not exceeding in the aggregate USD 0.09 per Euronav Share; (b) Frontline shall be allowed to declare or pay cash dividends or other cash distributions not exceeding in the aggregate USD 0.15 per Frontline Share; Frontline shall only be allowed to declare or pay dividends or other cash distributions in excess of the amount set forth in item (b) provided that and to the extent that an amount in cash equal to the amount of any such dividends or distributions with a record date prior to the expiry of the Interim Period multiplied by 1.45 is paid by Frontline per Euronav Share.
12.8 The Parties acknowledge that required due diligence in respect of the Parties’ respective tax arrangements and positions were not completed prior to signing Car, as result of such wrongful or unlawful use.
j) In consideration of the Agreementsaid Loan, the Borrower has agreed to sign/signed and executed various forms specified under Motor Vehicles Act and rules (hereinafter called the Parties therefore undertake “RTO Form”) to enable RCL to utilize them for the purpose of sale and/or transfer of Car in the name of any purchaser/transferee/third party to the choice of RCL and/or to transfer the Registration certificate from one State to another State. On an occurrence of Event of Default the Borrower hereby irrevocable authorizes RCL to fill in, all the details in the RTO Form, with the name of purchaser/transferee/third party, of RCL's choice and use such RTO Form and apply before the concerned Registering Authority for transfer the Car in the name of the transferee/third Party as soon if ▇▇▇▇▇▇▇▇ had personally performed or executed the same. The Borrower further authorizes RCL to do, perform and execute all acts, deeds, matters and things relating to concerning these presents as possible after fully and effectually as if ▇▇▇▇▇▇▇▇ had personally performed or executed the execution of this Agreement meet with relevant Representatives same. The Borrower agrees to discuss ratify and disclose such issues per a pre-agreed agenda in order for such due diligence confirm all and whatsoever RCL shall do cause to be duly concluded.
13.1 Without prejudice to Clause 3.2.9, done in or about the Euronav Board undertakes to repeat its Board Support when considered needed premises by virtue of these presents. The Borrower further agrees that the aforesaid powers have been granted for valuable consideration and as such shall be irrevocable in support nature till such time as any amounts remain due owing or payable under or in respect of or in pursuance of the Combination, not to be withdrawn, conditioned or amended by the Euronav Board, except where all the following steps are satisfied and such withdrawal or amendment is required by Applicable Law or in order for the Euronav Board to comply with its legal and fiduciary duties under Applicable Law: (a) a proposal for a Euronav Competing Transaction is made and is not withdrawn; (b) Euronav provides Frontline with written notice of the Euronav Competing Transaction as defined in 10.2.1(a) (for the avoidance of doubt excluding 10.2.1(b) and 10.2.1(c)), setting out all material terms and conditions of such Euronav Competing Transaction; (c) the Euronav Board determines that such Euronav Competing Transaction constitutes a Superior Proposal and Frontline is promptly notified in writing of such decision and the basis therefore; (d) Frontline is provided with the opportunity to discuss amended terms with Euronav during a ten business day period commencing from the date of the notice given by Euronav to Frontline under (c) above (the “Matching Period”); and (e) Frontline and Euronav do not agree on revised terms by the end of the Matching Periodsaid Loan and/or these presents.
13.2 The terms regarding Board Support set out in Clauses 13.1 shall apply mutatis mutandis for the Frontline Board.
13.3 If with respect to any application of the procedure set forth in article 7:97 BCCA, or for related party procedures under the NYSE rules and regulations, in the context of any of the transactions set forth in this Agreement (including the Merger), where the conclusion of the advice by the committee of independent members referred to in article 7:97 BCCA or by the relevant body under the NYSE rules and regulations, is anything different than that such transaction: (i) is not of a nature to cause Euronav a disadvantage which, in light of the strategy of Euronav, is manifestly illegitimate; and (ii) is in the interest of Euronav and does not cause a disadvantage to Euronav which would not be outweighed by benefits for Euronav, and the Euronav Board does not deviate from such advice, then the issue of such advice will be considered as a withdrawal of Board Support by Euronav for the purposes of this Agreement.
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Sources: Loan Agreement