1.1 By the performance of this Agreement and by the power and instrument of irrevocable shares annexed to it as Annex A, the Seller thus sells to the Buyer the shares which are free from pre-emption rights or similar rights of third parties and are free and free from mortgages, pledges, rights of pledge, fees, warranty rights or other rights of third parties (excluding third party rights under the rights of third parties existing in the Agreement (the “Shareholders` Agreement”), if any, at a price per share of $US 14.50, for a total gross amount of US$ (the “Gross Underperformance”). The entity will subtract from gross underperformance a total amount of U.S. dollars (“exercise fee”) that the seller owes to the business for the exercise of options made by and between the business and the seller under a specified option allocation agreement; That is, the consideration is the gross consideration less the exercise fee, a total amount of US$ (the “Consideration”). . . .
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