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C » Topics » (b) immediately after the Demergers become effective:

This excerpt taken from the C 10-Q filed Aug 7, 2009.

(b)           immediately after the Demergers become effective:

 

(i)            the Sellers will, in accordance with the terms of the Escrow Agreement, be entitled to the Purchase Price held in the Escrow Account, and the Purchaser shall deliver to the Escrow Agent written confirmation thereof;

 

(ii)           the transfer of the New Securities Company Shares and Related Company Shares contemplated by Section 6.2 shall become effective;

 

(iii)          the transfer of the Related Assets contemplated by Section 6.2 shall become effective;

 

(iv)          the employment of the Citi Seconded Personnel contemplated by Section 6.2(h) shall become effective; and

 

(v)           each of the Alliance Agreement, Transition Services Agreement, Master Services Agreement and Transitional License Agreement shall become effective by its terms; and

 

(c)           on the first Business Day after the Closing Date, the Purchaser and the Sellers shall cause the mutual repayment or purchase of Indebtedness as contemplated by Section 4.5.

 

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7                                         POST-CLOSING PURCHASE PRICE ADJUSTMENT

 

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