Other Publications

This is list is only an example. Parties should check if further information is needed for exactly identifying the Company.

1.ANTITRUST MATTERS

Merger clearance by the competent antitrust authorities.

2.CONSENT OF ALL REGULATORY AUTHORITIES CONCERNED

[Insert clearance by the competent antitrust authorities]

3.THIRD-PARTIES CONDITIONS PRECEDENT

3.1 Resolution of any work council or any equivalent labour or employee representing body of the Company, approving the transaction.

3.2 Waiver of any third party to terminate an agreement because of the change of control brought about by this Agreement.

3.3 Confirmation of the most important customers of the Company that they will not end their business relationship with the Company following the change of control brought about by this Agreement.

3.4 Waiver of any third party to exercise option rights, rights of first refusal or any equivalent right.

3.5 Letters of resignation in the agreed form, stating that the relevant persons have no claims against the Company and waving their rights to any such claims

• the auditors of the Company, with a statement that there are no circumstances connected with such resignation which they consider should be brought to the attention of the shareholders of the Company] ¹
• such directors of the Company [(names)……….], as required to resign;
• the secretary of the Company [(name)………], as required to resign.

3.6 Written statement by[………] bank in respect of the release of the[……………..] charge dated[………. ] granted to[ ] bank by the Company, in a form satisfactory to the Buyer.

3.7 Employment agreements with managers (names)[………..] in the agreed form duly executed by[…………] and[………].

3.8 Evidence in the agreed form that all sums owed by the Seller to the Company or any of its related companies have been repaid ².

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3.9 Evidence in the agreed form that all parent company guarantees given by the Seller in favour of the Company have been released ³.

3.10 Releases in the agreed form releasing the Company and any of its related companies from all debts and other liabilities which may be owing to the Seller or to[………… (other companies of the Seller's group)].

4. OBLIGATIONS OF THE PARTIES

Prepare delivery of the following documents:

4.1 Certificate of incorporation and changes of name certificates.

4.2 Constitutional document(s).

4.3 Certificate or extract from a public commercial register.

4.4 Share register/list of the present shareholders/statutory books/all internal registers.

4.5 Completion minutes of the board meeting in which the transaction has been approved by the Company.

4.6 [List of all members of the relevant board(s)].

4.7 Minutes of meeting of the directors of the Seller in which the transaction has been approved.

4.8 Minutes of the meetings of the directors of the Buyer in which the transaction has been approved.

4.9 Financial statements as of[ ].

4.10 Financial and tax confirmatory due diligence report.

4.11 Evidence in the agreed form that all sums owed by the Seller to the Company or any of its related companies have been repaid.

4.12 Releases in the agreed form releasing the Company and any of its related companies from all debts and other liabilities which may be owing to the Seller or to [(other companies of the Seller 's group)]

4.13 Certificate or extract from a public land register.

4.14 Deeds concerning any rights or obligations with respect to land.

4.15 Deeds and documents of title to the Real Estates.

4.16 Legal opinions.

4.17 Certificate of the Seller and the Company certifying that each document delivered by the Seller and the Company is correct, complete and in full force and effect.

FOOTNOTES

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