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SEC Filings

F-3
TRIVAGO N.V. filed this Form F-3 on 04/05/2018
Entire Document
 


2.3
The Company will register the present issuance of the Shares to the Founder in the Shareholders’ Register.
 
3.
SATISFACTION OF THE AGGREGATE ISSUE PRICE
 
3.1
The Aggregate Issue Price shall be satisfied promptly following the execution of this Deed by means of the transfer to the Company of the OpCo Shares by the Founder in accordance with applicable law.
 
3.2
Subject to receipt by the Company of the OpCo Shares, the Company grants a discharge for the payment of the Aggregate Issue Price.
 
3.3
The Company has prepared a description in respect of the OpCo Shares and has obtained an auditor’s statement in respect thereof as described in Section 2:94b of the Dutch Civil Code.
 
3.4
To the extent the value of the OpCo Shares as will be recorded in the books and records of the Company exceeds the Aggregate Issue Price, the difference shall be recognised by the Company as share premium and shall be added to the Company’s share premium reserve (agioreserve).
 
4.
NO RECISSION OR NULLIFICATION
Each Party waives the right to rescind or nullify, or commence legal proceedings to rescind, nullify or amend, on any ground whatsoever, this Deed and any other agreement or instrument underlying the present issuance of the Shares.
 
5.
GOVERNING LAW AND JURISDICTION
 
5.1
This Deed shall be exclusively governed by and construed in accordance with the laws of the Netherlands.
 
5.2
Any disputes arising from or in connection with this Deed shall be submitted to the jurisdiction of the competent court in Amsterdam, the Netherlands which jurisdiction shall be exclusive.
(signature page follows)
 
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