Acknowledgment Regarding Buyers Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of an arms length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is # an officer or director of the Company or any of its Subsidiaries, # an affiliate (as defined in Rule 144) of the Company or any of its Subsidiaries or # to its knowledge, a beneficial owner of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the 1934 Act)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely
The obligations hereunder related to Buyers Annual Purchase Commitment shall only apply and be binding upon Buyer and not any Buyer Affiliate(s) placing Orders; except that # any Components actually purchased by Buyers Affiliates shall be counted toward Buyers Annual Purchase Commitment and # any events which, pursuant to the terms of this Agreement, would cause a reduction in Buyers Annual Purchase Commitment if experienced by Buyer shall reduce Buyers Annual Purchase Commitment if experienced by an Affiliate. In enforcing its rights against any such Buyer Affiliate under this Agreement and any Order issued hereunder, Seller and the Seller Subsidiary shall look solely to the purchasing entity, either Buyer or the applicable Buyer Affiliate, as the case may be; provided, however, that Buyer shall use commercially reasonable efforts to help Seller receive payment by Buyers Affiliate to the extent that such Buyers Affiliate fails to pay Seller according to the terms of this Agreement. For avoidance of doubt and subject to the terms herein, Buyer has entered into this Agreement on behalf of itself and on behalf of its Affiliates to an extent that an Affiliate places an Order hereunder. Any Buyer Affiliate placing an Order shall be entitled to all of Buyers rights and remedies under this Agreement; provided, however, Buyer not Buyers Affiliate shall be the only party that can terminate this Agreement pursuant to Section 3 or assign this Agreement pursuant to Section 7. Except to the extent there is a conflict between this Agreement and an Order placed by a Buyer Affiliate whereby this Agreement shall govern pursuant to subsection # below, nothing precludes a Buyer
a certificate from an officer of each of the Buyer New BV2, Buyer Minority Purchaser, Buyer US Newco and Motus, in a form reasonably satisfactory to the Sellers, setting forth the resolutions of the manager, board of directors or other governing body, as applicable, of each of the Buyer New BV2, Buyer Minority Purchaser, Buyer US Newco and Motus,, as applicable, authorizing the execution of this Agreement and all Ancillary Agreements to which Buyer New BV2, Buyer Minority Purchaser, Buyer US Newco and Motus, as applicable, are a party and the taking of all actions deemed necessary or advisable to consummate the transactions contemplated herein and therein;
If Buyer delivers interim shares representing Buyer Shares to the Depositary pursuant to [Section 4(d)], then within two (2) Business Days after the Sale Shares are delivered in the Buyers account and Buyers bank, broker, custodian or other nominee within Euronext Paris certifies such delivery in writing, without any action being required on the part of the Depositary or its agents, Buyer shall replace such interim shares representing Buyer Shares with final Buyer Shares.
Within one (1) Business Day after the Sale Shares are delivered in Buyers account and Buyers bank, broker, custodian or other nominee within Euronext Paris certifies such delivery in writing, Buyer shall deliver the Aggregate Consideration in form of Buyer Shares or (at Buyers discretion) interim shares representing such Buyer Shares to an account in Finland to be specified in writing by the Depositary.
Litigation. There are no pending or, to the knowledge of Buyer, threatened actions or proceedings against Buyer before any court, administrative agency or tribunal which, if determined adversely to Buyer would materially adversely affect the ability of Buyer to perform its obligations under this Agreement or the Buyer Agreements; and
Conditions to Obligations of Buyer and Merger Sub. The obligations of Buyer to consummate the transactions contemplated by this Agreement are further subject to the satisfaction, at or before the Closing Date, of all the following conditions, any one or more of which may be waived in writing by Buyer:
The obligation of each Buyer hereunder to purchase its Common Shares, the Series A Warrants and the Series B Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyers sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof:
Time and Place of the Closing; Buyer IPO. The closing of this Agreement and the transactions contemplated hereby (the “Closing”) shall take place on a date (the “Closing Date”) shall be immediately following the Buyer’s consummation of its initial public offering on The NASDAQ Stock Market or the NYSE:American Stock Exchange of Buyer Common Stock (the “Buyer IPO”) pursuant to a registration statement on Form S-1 (the “Registration Statement”) that is declared effective by the United States Securities and Exchange Commission (“SEC”). The Closing shall take place at the offices of the counsel to the Buyer or remotely via the exchange of documents and signatures as the Buyer and the [[Company:Organization]] Shareholders mutually agreed upon, in writing. Notwithstanding the foregoing, the Closing Date shall occur on or before June 30, 2015 (the “Outside Closing Date”), unless such Outside Closing Date shall be extended by mutual written agreement of Representative and the Buyer.
The Seller desires to sell to the Buyer and the Buyer desires to purchase from the Seller, certain assets of the Seller (including the Subsidiary Securities), and in consideration therefor # the Buyer desires to assume from the Seller, and the Seller desires to assign to the Buyer, certain obligations and liabilities relating to such assets, and # the Buyer desires to issue to the Seller and the Seller desires to purchase from the Buyer, certain New Senior Secured Notes and ordinary shares in the capital of the Buyer (“Buyer Securities”), all upon the terms and subject to the conditions contained herein.
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