Issue of the Clause Samples

Issue of the. Consideration Shares The Consideration Shares will be allotted and issued in accordance with the constitutional documents of the Buyer and all relevant Laws. The issuance of the Consideration Shares will not result in a violation or breach of, require any consent to be obtained under or give rise to any termination rights under any provision of: (a) its or any of its subsidiary’s constitution, articles, by-laws or other governing documents, (b) any material agreement or material understanding with any Person holding an ownership interest in any subsidiary of the Buyer Group; (c) any applicable Law, regulation, order, judgment or decree, or any policy of any Government Agency; or (d) any material contract or material license, franchise or permit to which the Buyer Group is bound or is subject When issued in the manner contemplated in this agreement, the Consideration Shares, on the basis that such may be distributed to shareholders of the Seller, will be duly and validly authorized and credited as fully paid ordinary shares, ranking pari passu with the Buyer’s existing ordinary Shares (including, in respect of all dividends declared or paid subsequent to Completion and in all other respects carry the same rights), and will be free of all liens, charges and Encumbrances, and will be freely tradeable on the ASX.

Issue of the certificate

Issue of the. Consideration Warrants by the Purchaser to US Newco. The Purchaser shall issue the Consideration Warrants to US Newco as a capital contribution to US Newco, in connection with which: (a) the Purchaser shall cause the Consideration Warrants in the agreed form to be issued to US Newco; (b) the Purchaser shall procure that such documentation as is required in respect of the contribution under applicable law is entered into; and (c) the Purchaser and the agent for the holders of the Warrants shall execute and deliver the Warrant Agreement.

Issue of the certificate of posting The employer asks the competent insurance institution in the State from which the employee is being posted (State of origin) to issue a certificate of posting. This certificate confirms that the posted worker continues to be subject to the social security legislation of the State of origin for the duration of the posting. As such, the worker is exempt from contributions to the compulsory social security schemes of the host State which are covered by the agreement. Competent insurance institutions In Switzerland the competent insurance institutions are the competent OASI compensation offices. The application form for a certificate of posting as regards postings from Switzerland can be downloaded at the following link (Application to remain subject to Swiss social insurance legislation during the temporary exercise of a professional activity abroad). In Uruguay the competent authority is the Social Insurance Bank (BPS, ▇▇▇.▇▇▇.▇▇▇.▇▇). May the posting be extended? Should the posting exceed the time limit of two years, it is possible to apply for an extension of no more than 24 months by submitting a request to the competent authority in the State of origin: - in Switzerland: the Federal Social Insurance Office (▇▇▇.▇▇▇.▇▇▇▇▇.▇▇) - in Uruguay: the Social Insurance Bank (BPS, ▇▇▇.▇▇▇.▇▇▇.▇▇) The application form for extending postings from Switzerland is available at the following link (Application to remain subject to Swiss social insurance legislation during the temporary exercise of a professional activity abroad). hat about family members? Non-working family members (spouse and children) accompanying a posted worker also remain subject to the social security legislation of the State of origin. More detailed information on postings can be found in the fact sheet “Social security for posted workers. Contracting States, outside EU/EFTA”. Information on social security schemes not covered by the agreement (e.g. health care and accident insurance) can be found in the fact sheet “Social Security for posted workers – Non-contracting States”. Retirement age in Switzerland Statutory retirement age in Switzerland is 64 for women and 65 for men. Old-age benefits – Work periods in Switzerland and Uruguay Uruguayan or Swiss nationals who have worked both in Switzerland and in Uruguay, and have therefore contributed to both social security systems, receive partial pensions from each State provided that they meet the legal requirements of each Stat...

Issue of the. Performance Security