Representations and Warranties by the Vendor. 5.1 The Vendor hereby represents and warrants to and undertakes with the Purchaser (with the intent that the provisions of this Clause 5.1 shall continue to have full force and effect notwithstanding Completion) that as at the date of this Agreement and up to Completion: (a) the Vendor confirmed in writing to the Purchaser that U▇▇ is the legal and beneficial owner of the issued share capital of LifeMag, free from any encumbrance and other third party rights; (b) LifeMag and the Subcos are corporations duly organised and validly existing under the laws of Singapore, and LifeMag and the Subcos have or will have, on the Completion Date, taken all necessary action and corporate approvals, including shareholders’ approval, to authorise the transfer of the Sale Shares; (c) the Sale Shares shall represent the entire issued and fully-paid up share capital of LifeMag upon Completion; (d) the Vendor has full power and authority to execute and deliver this Agreement and the agreements contemplated herein, and to consummate the transactions contemplated hereby and thereby and that this Agreement and all such other agreements and obligations entered into and undertaken in connection with the transactions contemplated hereby constitute its valid and legally binding obligations, enforceable against it in accordance with their respective terms and the execution and delivery of, and the performance by it of its obligations under this Agreement shall not:- (i) infringe, or constitute a default under, any instrument, contract, document or agreement to which he is a party or by which he or his respective properties or assets are bound; (ii) result in a breach of any law, rule, regulation, ordinance, order, judgment or decree of or undertaking to any court, government body, statutory authority or regulatory, administrative or supervisory body (including, without limitation, any relevant stock exchange or securities council) to which he is a party or by which he or his respective properties or assets are bound, whether in the British Virgin Islands or elsewhere; and/or (iii) violate any law or regulation in any jurisdiction to which U▇▇ is subject for the time being. (e) the information relating to the LifeMag as set out in Part A of Schedule 1 is true and accurate in all material respects and there is no information the omission of which in the Announcement might make such information misleading or inaccurate in any material respect; (f) subject only to (i) any exceptions disclosed in the Memorandum of Disclosure (if any); (ii) any matter or thing hereafter done or omitted to be done at the request in writing or with the prior written approval of the Purchaser); and (iii) the Accounts and each of the Vendor Warranties given by the Vendor herein is true and accurate in all material respects. 5.2 The Vendor further represents and warrants to and undertakes with the Purchaser (with the intent that the provisions of this Clause 5.2 shall continue to have full force and effect notwithstanding Completion) in the terms set out in Schedule 3 (subject only to (i) any exceptions disclosed in the Memorandum of Disclosure (if any); (ii) any matter or thing hereafter done or omitted to be done at the request in writing or with the prior written approval of the Purchaser); and (iii) the Accounts, that to the best of the Vendor’s knowledge, information and belief all Vendor Warranties contained herein will be fulfilled and will be true and correct at Completion in all material respects as if they had been given afresh at Completion. 5.3 Each of the Vendor Warranties shall be separate and independent and save as expressly provided shall not be limited by reference to any other Clause or anything in this Agreement or any other paragraph of Schedule 3. 5.4 The Vendor shall not do, allow or procure any act or omission before Completion which would constitute a material breach of any of the Vendor Warranties if they were given at Completion or which would make any of the Vendor Warranties materially inaccurate or misleading if they were so given. 5.5 If prior to Completion, any event shall occur which results or may result in any of the Vendor Warranties being unfulfilled, untrue or incorrect in any material respects at Completion, the Vendor shall immediately notify the Purchaser in writing thereof prior to Completion and the Vendor shall make all such investigations and/or do all such acts concerning the event or matter which the Purchaser may require. 5.6 The Vendor Warranties and all other provisions of this Agreement insofar as the same shall not have been performed at Completion shall not in any respect be extinguished or affected by Completion, or by any other event or matter whatsoever (including any investigation made by or on behalf of the Purchaser into the affairs of LifeMag), except by a specific and duly authorised written waiver or release by the Purchaser. For the avoidance of doubt, all Vendor Warranties, unless expressly provided otherwise in this Agreement, are in respect of matters and events on or before the Completion Date and not after. 5.7 The Vendor Warranties and the indemnities under this Agreement are severable and shall survive the termination of this Agreement only for a period of one (1) year from the date of its termination. 5.8 The liability of the Vendor in respect of any claims for breach of the Vendor Warranties shall be limited as follows:- (a) the maximum aggregate liability of the Vendor in respect of all claims for breach of any of the Vendor Warranties shall be up to the value of the Consideration; and (c) no claim may be brought against any of the Vendor in respect of a breach of any of the Vendor Warranties after the date falling one (1) year from the date hereof (“Expiry Date”) and the Vendor shall not be liable in respect of a breach of the Vendor Warranties unless the Vendor shall have received written notice from the Purchaser prior to the Expiry Date giving details of the relevant claim. 5.9 The Vendor undertakes that, during the Lock-Up Period, save in relation to or in connection with a general or partial offer for the Consideration Shares, neither it nor its nominee nor any person acting on its behalf shall, except with prior written approval of the Purchaser, (i) sell or contract to sell any of the Consideration Shares that are under the Lock-Up Period; (ii) sell or contract to sell or otherwise dispose of any securities exchangeable for or convertible into or exercisable for the Consideration Shares that are under the Lock-Up Period; or (iii) enter into any other arrangement that transfers to others, in whole or in part, any of the economic consequences of ownership of the Consideration Shares that are under The Lock-Up Period.
Appears in 1 contract
Representations and Warranties by the Vendor. 5.1 The Vendor hereby represents and warrants to and undertakes with the Purchaser (with the intent that the provisions of this Clause 5.1 shall continue to have full force and effect notwithstanding Completion) that as As at the date of this Agreement agreement and up on each day until and including the Settlement Date (or in the case where clause 2.7 applies in respect of the Lead Manager, 3 Business Days after the End Date), the Vendor represents and warrants to Completionthe Lead Manager (with respect to itself or its Sale Shares, as applicable) that each of the following statements is true, accurate and not misleading:
(a) (body corporate) GTCR Gridlock Partners Ltd., the general partner of the Vendor, is a body corporate validly existing and duly established under the laws of its place of incorporation and the Vendor confirmed in writing to is an exempted limited partnership validly existing and duly established under the Purchaser that U▇▇ is the legal and beneficial owner laws of the issued share capital of LifeMag, free from any encumbrance and other third party rightsCayman Islands;
(b) LifeMag and the Subcos are corporations duly organised and validly existing under the laws of Singapore, and LifeMag and the Subcos have or will have(capacity) GTCR Gridlock Partners Ltd., on the Completion Date, taken all necessary action and corporate approvals, including shareholders’ approval, to authorise the transfer behalf of the Sale SharesVendor as its general partner, has full legal capacity and power to enter into this agreement and to carry out the transactions that this agreement contemplates;
(c) (authority) GTCR Gridlock Partners Ltd., on behalf of the Sale Shares shall represent Vendor as its general partner, has taken, or will have taken by the entire issued time required, all corporate action that is necessary or desirable to authorise the Vendor’s entry into this agreement and fully-paid up share capital the Vendor’s carrying out of LifeMag upon Completionthe transactions that this agreement contemplates;
(d) the Vendor has full power and authority to execute and deliver (agreement effective) this Agreement and the agreements contemplated hereinagreement constitutes its legal, and to consummate the transactions contemplated hereby and thereby and that this Agreement and all such other agreements and obligations entered into and undertaken in connection with the transactions contemplated hereby constitute its valid and legally binding obligationsobligation, enforceable against it in accordance with its terms;
(e) (ownership, encumbrances) it is the sole beneficial owner of the Sale Shares and will transfer (or procure the transfer) of the full legal and beneficial ownership of those Sale Shares free and clear of all liens, charges, security interests, claims, equities and pre-emptive rights, subject to registration of the transferee(s) in the register of shareholders of the Company;
(f) (Sale Shares) following sale by it, the Sale Shares will rank equally in all respects with all other outstanding ordinary shares of the Company, including their respective terms entitlement to dividends;
(g) (Not affiliate/controller) it is not an “affiliate” (as defined in Rule 501(b) of the U.S. Securities ▇▇▇ ▇▇▇▇, as amended) or a “controller” (as defined under section 50AA of the Corporations Act) of the Company;
(h) (power to sell) it has the corporate authority and power to sell the Sale Shares under this agreement and no person has a conflicting right, whether contingent or otherwise, to purchase or to be offered for purchase the Sale Shares;
(i) (no ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ offence) at the time of execution and delivery ofof this Agreement by the Vendor, and the performance sale of the Sale Shares will not constitute a violation by it of Division 3 of Part 7.10 of the Corporations Act;
(j) (breach of law) it will perform its obligations under this Agreement shall not:-so as to comply with all applicable laws in Australia, including in particular the Corporations Act and the FATA, the United States of America and the jurisdictions specified in clause 2.6(a)(ii); (Vendors U.S representations)
(ik) infringeneither it, any of its Affiliates or any person acting on behalf of any of them (other than the Lead Manager or its Affiliates or any person acting on behalf of any of them, as to whom it makes no representation) has offered or sold, or constitute a default underwill offer or sell, any instrumentof the Sale Shares in the United States, contract, document using any form of "general solicitation" or agreement to which he is a party or by which he or his respective properties or assets are bound"general advertising" within the meaning of Rule 502(c) under the U.S. Securities Act;
(iil) result with respect to those Sale Shares sold in a breach reliance on Regulation S, neither it, any of its Affiliates, or any person acting on behalf of any lawof them (other than the Company, rulethe Lead Manager or its Affiliates or any person acting on behalf of any of them, regulation, ordinance, order, judgment as to whom it makes no representation) has engaged or decree of or undertaking to will engage in any court, government body, statutory authority or regulatory, administrative or supervisory body "directed selling efforts" (including, without limitation, any relevant stock exchange or securities councilas that term is defined in Rule 902(c) under the U.S. Securities Act);
(m) to which he the best of its knowledge, the Company is a party or by which he or his respective properties or assets are bound, whether 'foreign private issuer’ as defined in Rule 405 under the British Virgin Islands or elsewhere; and/or
(iii) violate any law or regulation in any jurisdiction to which U▇▇ is subject for the time being.
(e) the information relating to the LifeMag as set out in Part A of Schedule 1 is true and accurate in all material respects U.S. Securities Act and there is no information 'substantial U.S. market interest' (as defined in Rule 902(j) under the omission of which U.S. Securities Act) in the Announcement might make such information misleading Sale Shares or inaccurate in any material respectsecurity of the same class or series as the Sale Shares;
(fn) subject only to (i) any exceptions disclosed in the Memorandum of Disclosure (if any); (ii) any matter or thing hereafter done or omitted to be done at the request in writing or with the prior written approval of the Purchaser); and (iii) the Accounts and each of the Vendor Warranties given by the Vendor herein is true and accurate in all material respects.
5.2 The Vendor further represents and warrants to and undertakes with the Purchaser (with the intent that the provisions of this Clause 5.2 shall continue to have full force and effect notwithstanding Completion) in the terms set out in Schedule 3 (subject only to (i) any exceptions disclosed in the Memorandum of Disclosure (if any); (ii) any matter or thing hereafter done or omitted to be done at the request in writing or with the prior written approval of the Purchaser); and (iii) the Accounts, that to the best of the Vendor’s knowledge, information and belief all Vendor Warranties contained herein will be fulfilled and will be true and correct at Completion in all material respects as if they had been given afresh at Completion.
5.3 Each of the Vendor Warranties shall be separate and independent and save as expressly provided shall not be limited by reference to any other Clause or anything in this Agreement or any other paragraph of Schedule 3.
5.4 The Vendor shall not do, allow or procure any act or omission before Completion which would constitute a material breach of any of the Vendor Warranties if they were given at Completion or which would make any of the Vendor Warranties materially inaccurate or misleading if they were so given.
5.5 If prior to Completion, any event shall occur which results or may result in any of the Vendor Warranties being unfulfilled, untrue or incorrect in any material respects at Completion, the Vendor shall immediately notify the Purchaser in writing thereof prior to Completion and the Vendor shall make all such investigations and/or do all such acts concerning the event or matter which the Purchaser may require.
5.6 The Vendor Warranties and all other provisions of this Agreement insofar as the same shall not have been performed at Completion shall not in any respect be extinguished or affected by Completion, or by any other event or matter whatsoever (including any investigation made by or on behalf of the Purchaser into the affairs of LifeMag), except by a specific and duly authorised written waiver or release by the Purchaser. For the avoidance of doubt, all Vendor Warranties, unless expressly provided otherwise in this Agreement, are in respect of matters and events on or before the Completion Date and not after.
5.7 The Vendor Warranties and the indemnities under this Agreement are severable and shall survive the termination of this Agreement only for a period of one (1) year from the date of its termination.
5.8 The liability of the Vendor in respect of any claims for breach of the Vendor Warranties shall be limited as follows:-
(a) the maximum aggregate liability of the Vendor in respect of all claims for breach of any of the Vendor Warranties shall be up to the value of the Consideration; and
(c) no claim may be brought against any of the Vendor in respect of a breach of any of the Vendor Warranties after the date falling one (1) year from the date hereof (“Expiry Date”) and the Vendor shall not be liable in respect of a breach of the Vendor Warranties unless the Vendor shall have received written notice from the Purchaser prior to the Expiry Date giving details of the relevant claim.
5.9 The Vendor undertakes that, during the Lock-Up Period, save in relation to or in connection with a general or partial offer for the Consideration Shares, neither it nor any of its nominee nor Affiliates (excluding the Company) has taken or will take, directly or indirectly, any action designed to, or that might reasonably be expected to, cause or result in the stabilisation or manipulation of the price of the Sale Shares in violation of any applicable law;
(o) neither it, any of its Affiliates or any person acting on its behalf shall, except with prior written approval of the Purchaser, (i) sell or contract to sell any of them (other than the Consideration Shares that are under Company, the Lock-Up Period; (ii) sell Lead Manager or contract its Affiliates or any person acting on behalf of any of them, as to whom it makes no representation or warranty), has solicited any offer to buy, offered to sell or otherwise dispose sold, and none of them will solicit any securities exchangeable for offer to buy, offer to sell or convertible into sell in the United States or exercisable to, or for the Consideration account or benefit of, any person in the United States any security which could be integrated with the sale of the Sale Shares in a manner that are would require the offer and sale of the Sale Shares to be registered under the Lock-Up Period; or U.S. Securities Act;
(iiip) enter into any other arrangement that transfers subject to otherscompliance by the Lead Manager with its obligation under clauses 4.2(e) to 4.2(k) of this Agreement, it is not necessary to register the offer and sale of the Sale Shares, and the initial resale of the Sale Shares by the Lead Manager, in whole the manner contemplated by this Agreement under the U.S. Securities Act, it being understood that it makes no representation or in part, warranty about any subsequent resale of the economic consequences of ownership of the Consideration Shares that are under The Lock-Up Period.Sale Shares;
Appears in 1 contract
Sources: Block Trade Agreement
Representations and Warranties by the Vendor. 5.1 The Vendor hereby represents and warrants to and undertakes with the Purchaser (with the intent that the provisions of this Clause 5.1 shall continue to have full force and effect notwithstanding Completion) that as As at the date of this Agreement agreement and up on each day until and including the Settlement Date (or in the case where clause 2.7 applies in respect of the Lead Manager, 3 Business Days after the End Date), the Vendor represents and warrants to Completionthe Lead Manager (with respect to itself or its Sale Shares, as applicable) that each of the following statements is true, accurate and not misleading:
(a) (body corporate) GTCR Gridlock Partners Ltd., the general partner of the Vendor, is a body corporate validly existing and duly established under the laws of its place of incorporation and the Vendor confirmed in writing to is an exempted limited partnership validly existing and duly established under the Purchaser that U▇▇ is the legal and beneficial owner laws of the issued share capital of LifeMag, free from any encumbrance and other third party rightsCayman Islands;
(b) LifeMag and the Subcos are corporations duly organised and validly existing under the laws of Singapore, and LifeMag and the Subcos have or will have(capacity) GTCR Gridlock Partners Ltd., on the Completion Date, taken all necessary action and corporate approvals, including shareholders’ approval, to authorise the transfer behalf of the Sale SharesVendor as its general partner, has full legal capacity and power to enter into this agreement and to carry out the transactions that this agreement contemplates;
(c) (authority) GTCR Gridlock Partners Ltd., on behalf of the Sale Shares shall represent Vendor as its general partner, has taken, or will have taken by the entire issued time required, all corporate action that is necessary or desirable to authorise the Vendor’s entry into this agreement and fully-paid up share capital the Vendor’s carrying out of LifeMag upon Completionthe transactions that this agreement contemplates;
(d) the Vendor has full power and authority to execute and deliver (agreement effective) this Agreement and the agreements contemplated hereinagreement constitutes its legal, and to consummate the transactions contemplated hereby and thereby and that this Agreement and all such other agreements and obligations entered into and undertaken in connection with the transactions contemplated hereby constitute its valid and legally binding obligationsobligation, enforceable against it in accordance with its terms;
(e) (ownership, encumbrances) it is the sole beneficial owner of the Sale Shares and will transfer (or procure the transfer) of the full legal and beneficial ownership of those Sale Shares free and clear of all liens, charges, security interests, claims, equities and pre-emptive rights, subject to registration of the transferee(s) in the register of shareholders of the Company;
(f) (Sale Shares) following sale by it, the Sale Shares will rank equally in all respects with all other outstanding ordinary shares of the Company, including their respective terms entitlement to dividends;
(g) (Cleansing statement):
(i) in respect of the cleansing notice that it provides, the cleansing notice will include all ‘excluded information’, as defined in the Corporations Act known to the provider of the relevant cleansing notice;
(ii) in respect of the cleansing notice provided by the Company, so far as it is aware, that cleansing notice will include all ‘excluded information’, as defined in the Corporations Act; and
(iii) in the case of the cleansing notice issued that it provides, the cleansing notice will not be misleading or deceptive, including by omission and following the issue of cleansing notices, as contemplated by this agreement, the Sale Shares may be offered for sale on the financial market operated by ASX without disclosure to investors under Part 6D.2 of the Corporations Act;
(h) (power to sell) it has the corporate authority and power to sell the Sale Shares under this agreement and no person has a conflicting right, whether contingent or otherwise, to purchase or to be offered for purchase the Sale Shares;
(i) (no ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ offence) at the time of execution and delivery ofof this Agreement by the Vendor, and the performance sale of the Sale Shares will not constitute a violation by it of Division 3 of Part 7.10 of the Corporations Act;
(j) (breach of law) it will perform its obligations under this Agreement shall not:-so as to comply with all applicable laws in Australia, including in particular the Corporations Act and the FATA, the United States of America and the jurisdictions specified in clause 2.6(a)(ii); (Vendors U.S representations)
(ik) infringeneither it, any of its Affiliates or any person acting on behalf of any of them (other than the Lead Manager or its Affiliates or any person acting on behalf of any of them, as to whom it makes no representation) has offered or sold, or constitute a default underwill offer or sell, any instrumentof the Sale Shares in the United States, contract, document using any form of "general solicitation" or agreement to which he is a party or by which he or his respective properties or assets are bound"general advertising" within the meaning of Rule 502(c) under the U.S. Securities Act;
(iil) result with respect to those Sale Shares sold in a breach reliance on Regulation S, neither it, any of its Affiliates, or any person acting on behalf of any lawof them (other than the Company, rulethe Lead Manager or its Affiliates or any person acting on behalf of any of them, regulation, ordinance, order, judgment as to whom it makes no representation) has engaged or decree of or undertaking to will engage in any court, government body, statutory authority or regulatory, administrative or supervisory body "directed selling efforts" (including, without limitation, any relevant stock exchange or securities councilas that term is defined in Rule 902(c) under the U.S. Securities Act);
(m) to which he the best of its knowledge, the Company is a party or by which he or his respective properties or assets are bound, whether 'foreign private issuer’ as defined in Rule 405 under the British Virgin Islands or elsewhere; and/or
(iii) violate any law or regulation in any jurisdiction to which U▇▇ is subject for the time being.
(e) the information relating to the LifeMag as set out in Part A of Schedule 1 is true and accurate in all material respects U.S. Securities Act and there is no information 'substantial U.S. market interest' (as defined in Rule 902(j) under the omission of which U.S. Securities Act) in the Announcement might make such information misleading Sale Shares or inaccurate in any material respectsecurity of the same class or series as the Sale Shares;
(fn) subject only to (i) any exceptions disclosed in the Memorandum of Disclosure (if any); (ii) any matter or thing hereafter done or omitted to be done at the request in writing or with the prior written approval of the Purchaser); and (iii) the Accounts and each of the Vendor Warranties given by the Vendor herein is true and accurate in all material respects.
5.2 The Vendor further represents and warrants to and undertakes with the Purchaser (with the intent that the provisions of this Clause 5.2 shall continue to have full force and effect notwithstanding Completion) in the terms set out in Schedule 3 (subject only to (i) any exceptions disclosed in the Memorandum of Disclosure (if any); (ii) any matter or thing hereafter done or omitted to be done at the request in writing or with the prior written approval of the Purchaser); and (iii) the Accounts, that to the best of the Vendor’s knowledge, information and belief all Vendor Warranties contained herein will be fulfilled and will be true and correct at Completion in all material respects as if they had been given afresh at Completion.
5.3 Each of the Vendor Warranties shall be separate and independent and save as expressly provided shall not be limited by reference to any other Clause or anything in this Agreement or any other paragraph of Schedule 3.
5.4 The Vendor shall not do, allow or procure any act or omission before Completion which would constitute a material breach of any of the Vendor Warranties if they were given at Completion or which would make any of the Vendor Warranties materially inaccurate or misleading if they were so given.
5.5 If prior to Completion, any event shall occur which results or may result in any of the Vendor Warranties being unfulfilled, untrue or incorrect in any material respects at Completion, the Vendor shall immediately notify the Purchaser in writing thereof prior to Completion and the Vendor shall make all such investigations and/or do all such acts concerning the event or matter which the Purchaser may require.
5.6 The Vendor Warranties and all other provisions of this Agreement insofar as the same shall not have been performed at Completion shall not in any respect be extinguished or affected by Completion, or by any other event or matter whatsoever (including any investigation made by or on behalf of the Purchaser into the affairs of LifeMag), except by a specific and duly authorised written waiver or release by the Purchaser. For the avoidance of doubt, all Vendor Warranties, unless expressly provided otherwise in this Agreement, are in respect of matters and events on or before the Completion Date and not after.
5.7 The Vendor Warranties and the indemnities under this Agreement are severable and shall survive the termination of this Agreement only for a period of one (1) year from the date of its termination.
5.8 The liability of the Vendor in respect of any claims for breach of the Vendor Warranties shall be limited as follows:-
(a) the maximum aggregate liability of the Vendor in respect of all claims for breach of any of the Vendor Warranties shall be up to the value of the Consideration; and
(c) no claim may be brought against any of the Vendor in respect of a breach of any of the Vendor Warranties after the date falling one (1) year from the date hereof (“Expiry Date”) and the Vendor shall not be liable in respect of a breach of the Vendor Warranties unless the Vendor shall have received written notice from the Purchaser prior to the Expiry Date giving details of the relevant claim.
5.9 The Vendor undertakes that, during the Lock-Up Period, save in relation to or in connection with a general or partial offer for the Consideration Shares, neither it nor any of its nominee nor Affiliates (excluding the Company) has taken or will take, directly or indirectly, any action designed to, or that might reasonably be expected to, cause or result in the stabilisation or manipulation of the price of the Sale Shares in violation of any applicable law;
(o) neither it, any of its Affiliates or any person acting on its behalf shall, except with prior written approval of the Purchaser, (i) sell or contract to sell any of them (other than the Consideration Shares that are under Company, the Lock-Up Period; (ii) sell Lead Manager or contract its Affiliates or any person acting on behalf of any of them, as to whom it makes no representation or warranty), has solicited any offer to buy, offered to sell or otherwise dispose sold, and none of them will solicit any securities exchangeable for offer to buy, offer to sell or convertible into sell in the United States or exercisable to, or for the Consideration account or benefit of, any person in the United States any security which could be integrated with the sale of the Sale Shares in a manner that are would require the offer and sale of the Sale Shares to be registered under the Lock-Up Period; or U.S. Securities Act;
(iiip) enter into any other arrangement that transfers subject to otherscompliance by the Lead Manager with its obligation under clauses 4.2(e) to 4.2(k) of this Agreement, it is not necessary to register the offer and sale of the Sale Shares, and the initial resale of the Sale Shares by the Lead Manager, in whole the manner contemplated by this Agreement under the U.S. Securities Act, it being understood that it makes no representation or in part, warranty about any subsequent resale of the economic consequences of ownership of the Consideration Shares that are under The Lock-Up Period.Sale Shares;
Appears in 1 contract
Sources: Sale of Shares Agreement