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SEC Filings

SC 13D/A
VINNEMEIER PETER filed this Form SC 13D/A on 09/19/2018
Entire Document
 

Section 1.2    The Closing. The closing of the Transaction (the “Closing”) shall take place, subject to the conditions set forth in ‎Section 1.3 below, on the Closing Date. On the Closing Date, (a) each Seller shall (i) transfer the Shares to be sold by such Seller hereunder to the Purchaser by book-entry (it being understood that the books and records of the depositary for the ADSs may identify the ADSs representing the Shares as “restricted” and contain a stop-transfer notation and legend to that effect, subject to the terms of the Cooperation Agreement described in this Section 1.2), and (ii) deliver to the Purchaser all other documents and instruments necessary to vest in the Purchaser all of such Seller’s right, title and interest in and to such Shares, free and clear of all Liens, and (b) the Purchaser shall deliver to each Seller the applicable portion of the Purchase Price by wire transfer of immediately available funds to an account designated by the applicable Seller.
Section 1.3    Conditions to Closing.
(a)
Each of the representations and warranties of each of the Sellers set forth in ‎Article II shall be true and correct in all respects on and as of the Closing Date.
(b)
Each of the representations and warranties of the Purchaser set forth in ‎Article III shall be true and correct in all respects on and as of the Closing Date.
(c)
(i) There shall be no threatened or pending action by or before any governmental authority or arbitrator seeking to restrain, prohibit or invalidate the transactions contemplated hereby or seeking monetary relief against the Purchaser or either of the Sellers by reason of the consummation of such transactions, and there shall not be in effect any injunction, order or decree which has such effect, and (ii) there shall have been no applicable Law adopted that makes consummation of the Transaction illegal, restrained or prohibited.
(d)
The Company shall not have received a delisting notification from The Nasdaq Stock Market LLC with respect to the ADSs representing the Class A Shares;
(e)
The Company and the Purchaser shall have entered into an agreement (the “Cooperation Agreement”) pursuant to which (A) the Purchaser acknowledges that the books and records of the depositary for the ADSs may identify the ADSs representing the Shares as “restricted” and contain a stop-transfer notation and legend evidencing the fact that the Shares were transferred to the Purchaser in a transaction that did not require registration under the Securities Act, and (B) the Company agrees to cause the Shares to be represented by unrestricted ADSs that are freely transferable (and, for the avoidance of doubt, to remove such stop-transfer notation and legend to cause the ADSs representing the Shares to be freely transferable), effective (x) in connection with a sale of such Shares by the Purchaser, promptly on request of the Purchaser after a holding period of six months following the Closing Date has elapsed or (y) promptly after a holding period of one year following the Closing Date has elapsed, in each of (x) and (y) provided that the Purchaser makes the representations and provides such additional cooperation as is required under the terms of the Cooperation Agreement.

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