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The events that are listed below should take place at or before closing. They may or may not be “conditions precedent” in the strict legal meaning of the term: they may also cover cases where a party undertakes to perform and obligation before closing. Parties should check which of these items are relevant for their specific situation

1.ANTITRUST MATTERS

Merger clearance by the following antitrust authorities:

.........................................................................

.........................................................................

2.CONSENT OF ALL REGULATORY AUTHORITIES CONCERNED

(e.g. stock exchange, foreign investment)

................................... (authority) ................................... (type of clearance)

................................... (authority) ................................... (type of clearance)

3. CORPORATE MATTERS

3.1 Resolutions of the competent corporate body (i.e. management and/or supervisory board) of the Company approving the transaction.

3.2 Resolutions of the competent corporate body (i.e. management and/or supervisory board) of the Seller approving the transaction.

3.3 Duly executed transfers into the name of the Buyer or its nominee in respect of all of the Shares together with the relevant share certificates in respect of the Shares, or any other suitable evidence showing the title to the Shares.

3.4 Certificates of incorporation, common seal, share register and share certificate book (with any unissued share certificates) and all minute books and other statutory books (accurately written up to reflect the position immediately prior to Closing) of the Company ¹.

4. THIRD-PARTIES CONDITIONS PRECEDENT

4.1 Resolution of the work council or an equivalent labour- or employee-representing body of the Company, approving the transaction.

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4.2 Waiver of any third party to terminate an agreement because of the change of control.

4.3 Confirmation of the most important customers of the Company that they will not end their business relationship with the Company after the change of control.

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

4.5 Letters of resignation in the agreed form, stating that the relevant persons have no claims against the Company and waiving 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] ²;
• such directors of the Company (names )……….], as required to resign;
• the secretary of the Company (name)………..], if any, as required to resign;

4.6 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(see clause 4.3.3 of the model contract)

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

5. OBLIGATIONS OF THE PARTIES

Prepare delivery of the following documents:

5.1 Certificate of incorporation and changes of name certificates.

5.2 Articles of association and Memorandum of Association constitutional documents]³.

5.3 Certificate or extract from a public commercial register.

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

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

5.6 [List of all members of the supervisory board].

5.7 [List of all members of the management board] ⁴ .

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

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

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5.10 Financial statements as of [……….]

5.11 Financial and tax confirmatory due diligence report.

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

5.13 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)].

5.14 Certificate or extract from a public land register.

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

5.16 Deeds and documents of title to the Real Estates.

FOOTNOTES

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