Salient Terms of the SSA Clause Samples

Salient Terms of the SSA. The salient terms of the SSA include, among others, the following:
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Salient Terms of the SSA i. The Parties acknowledge that RSSB presently has a financing facility with Malaysian Debt Ventures Berhad (“MDV”), pursuant to which the Company is indebted to MDV for the sum of approximately RM826,211.48 as at 31 March 2020. ii. Subject to Completion take place in accordance with the SSA, the Vendor agrees to settle the Company’s indebtedness with MDV (“MDV Settlement”). The Vendor shall take the required steps for the MDV Settlement as soon as reasonably practicable after Completion but in any case, within thirty (30) days from full receipt of the First Tranche Balance Purchase Price amounting to RM1,082,562.31. For this purpose, the Vendor is fully authorised to represent the Company and take all required steps to give effect to the MDV Settlement, including signing, on behalf of the Company, any required documents. Without prejudice to the foregoing, the Vendor undertakes to take, and shall procure the Company to take, all required steps to give effect to the MDV Settlement, including executing all required documents. iii. The Parties acknowledge and agree that: (a) RSSB is expected to receive a refund from MDV (including but not limited to the amounts in the sinking fund maintained with MDV, which is equivalent to RM67,437.69 as at 31 March 2020) (“MDV Refund Amount”) upon the MDV Settlement taking place; and (b) the Vendor shall be entitled to the MDV Refund Amount. iv. The Parties agree that the assets and liabilities of the Company as at 31 March 2020 and reflected in the SSA shall be to the account of the Vendor.
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Salient Terms of the SSA. 2.1.1 The project company will be set-up for the following concessions:- (i) to upgrade emission standard on the first phase of the existing project operated by YXCWT. The BOT Concession Agreement is for a period of 23 years. (ii) to expand the water treatment capacity to 20,000 tonnes per day on the second phase of the existing project operated by YXCWT. The project investment cost and other related terms and conditions will be determined in a supplementary agreement to be signed later. 2.1.2 The proposed registered capital of the project company is USD5 million (equivalent to RM15,215,000 at an exchange rate of USD1 equals to RM3.043).
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Salient Terms of the SSA. Pursuant to the SSA, SLSB will acquire 50,000 ordinary shares from EPF, representing 20% equity interest in SSQ on an “as is where is” basis free from all encumbrances at a total consideration of RM136,649,000 (“Purchase Consideration”) and repay on behalf of SSQ, a sum of RM73,351,000 in cash towards the settlement of the Musyarakah Capital invested by EPF in SSQ. SLSB shall pay EPF in the following manner: (a) upon execution of the SSA, SLSB shall pay RM27,329,800 as part payment of the Purchase Consideration and RM14,670,200 towards part settlement of the Musyarakah Capital; and (b) on 15 December 2017 or such other date as may be agreed upon between the parties, SLSB will pay RM109,319,200 towards settlement of the balance of the Purchase Consideration and RM58,680,800 towards settlement of the balance Musyarakah Capital. Upon completion of the SSA and KFH SSA, SSQ will become a wholly-owned subsidiary of SLSB.
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Salient Terms of the SSA a) Subject to the fulfilment of the Conditions Precedent and the provisions of the SSA, the Vendors shall sell the Sale Shares and STSB shall purchase the Sale Shares free from all charges, liens, pledges, trust and other encumbrances and with all rights, benefits and entitlements now or thereafter attaching thereto and the assignment and novation of the Total Advances to STSB. b) The sale and purchase of the Sale Shares and completion thereof are conditional upon fulfilment of the followings within 3 months from the date of the SSA (“Condition Period”): i) A resolution passed at a board meeting and general meeting of STSB approving the purchase of the Sale Shares; ii) A resolution passed at a board meeting and general meeting of JWSB approving the sale of its portion of the Sale Shares and the assignment of the Shareholders’ Advances directly in favour of STSB; iii) A resolution passed at a board meeting and general meeting of GMSB approving the sale of the Sale Shares and the assignment of the Total Advances directly in favour of STSB; iv) the Vendors having obtain the written approval of KFH for the following matters:- (A) The change in the directors of GMSB to include the appointment of the nominee(s) of STSB on the board of directors of GMSB; and (B) The change in the shareholders and shareholdings of the shareholders of GMSB, as a result of the sale of the Sale Shares to STSB pursuant to the SSA. c) The SSA shall become unconditional on the date the last item in the Conditions Precedent is fulfilled (hereinafter referred to as the “Unconditional Date”) d) In the event that any of the Conditions Precedent is not fulfilled within Condition Period, STSB shall grant a further 3 months to the Vendors to fulfil the Conditions Precedent and thereafter subject to any further extension as STSB may at its sole and absolute discretion.
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Salient Terms of the SSA. Upon the execution of the SSA, MLSB shall within thirty (30) days from the date of the SSA, increase its authorised share capital to RM25,000,000.00 and to increase its issued and paid-up share capital to RM17,000,000.00 via the allotment of an additional 16,999,998 Shares to be held by DSSB and SOP as follows: Parties Number of Shares Proportion DSSB 9,349,998 (with two (2) ordinary shares to be transferred to DSSB making the aggregate shares to be held 9,350,000) 55% SOP 7,650,000 45% Total 17,000,000 100% The proceeds raised from the share allotments above, shall inter alia for the JVC to acquire an oil and chemical tanker named “Asia Success” and a motor tanker named “Asia Victory” and subsequent upgrading and improvement of the named vessels. The named vessels shall be renamed “▇▇▇▇▇▇ 1” and “▇▇▇▇▇▇ 2”.
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Salient Terms of the SSA. The Purchase Consideration shall be paid to the Vendors in the following manner: (a) RM600,000.00 by way of deposit and part payment of the Purchase Consideration upon execution of the SSA (the “Deposit”); (b) the balance of RM5,400,00.00 through Messrs Reddi & Co, Advocates, 2nd & 3rd Floors, Reddi Building, No. 393, Jalan Datuk Abang ▇▇▇▇▇ ▇▇▇▇▇, 93450 Kuching, Sarawak by WII within three (3) months of the date of the SSA; (c) the relevant proportion of the Purchase Consideration which each Vendor is entitled to is as follows: Vendors No. of ordinary shares of RM1.00each held % Purchase Consideration (RM) Dato’ ▇▇▇ 4,500 90.00 5,400,000 Mr Jee 500 10.00 600,000 (d) both WII and the Vendors have agreed that all amounts outstanding to each of the Vendors and WII by PFSB as at the date of the SSA will be fully settled by the Vendors upon payment by WII of the Purchase Consideration, and PFSB shall no longer have any further outstanding liabilities to each of the Vendors and WII in respect of such amounts. Pursuant to the terms of the Deed of Rescission, PFSB shall refund to WII the 10% deposit amounting to RM600,000.00 paid for the Proposed Land Acquisition. This refunded amount shall be subsequently utilised by WII to pay the Deposit pursuant to the terms of the SSA.
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Salient Terms of the SSA 
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Related to Salient Terms of the SSA

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