This excerpt taken from the KO 8-K filed Dec 29, 2006.
4.1 The closing of the sale and purchase of the Sale Shares (Closing) shall take place at the offices of San Miguel Corporation located at 40 San Miguel Avenue, Mandaluyong City, Philippines, at 10:00 a.m. on the date which is 3 Business Days after satisfaction, or waiver in accordance with the terms of clause 6, of all of the conditions specified in clause 6 or such
other date as the Parties may mutually agree in writing (the Closing Date); provided, however, that in no event shall the Closing Date occur later than the Long-Stop Date without the mutual written agreement of all Parties.
4.2 On the Business Day immediately preceding the Closing Date, the Parties shall conduct a pre-closing at the same location as the Closing, commencing at 10:00 a.m., at which:
(a) except for the documents required of the Purchaser under clause 4.4 hereof each Party shall present for review by the other Party copies in execution form of all documents required to be delivered by such Party at the Closing in accordance with clause 4.3;
(b) the Sellers shall deliver to the Purchaser the resolutions of the Board of Directors of the Sellers or equivalent authority approving the execution and performance by the Sellers of their obligations under this Agreement and the Transaction Documents;
(c) the Purchaser shall deliver to the Sellers the resolutions of the Board of Directors of the Purchaser or equivalent authority approving the execution and performance by the Purchaser of its obligations under this Agreement and the Transaction Documents;
(d) the Sellers and the Purchaser shall sign the Escrow Agreement.
At least 3 Business Days prior to Closing, the Sellers shall inform the Purchaser in writing of the details of the bank accounts into which the amount of First Payment payable under clause 3.1(a) and clause 3.4 will be delivered by wire transfer; and
4.3 On Closing, the Sellers shall deliver to the Purchaser:
(a) the original stock certificates representing the Sale Shares, in the name of the Sellers and its nominee directors listed in Schedule 1 hereof, each such certificate being duly endorsed in blank and a Deed of Sale of Shares of Stock duly executed by the relevant Seller in favour of the Purchaser;
(b) the stock and transfer books (duly written up to date), stock certificate books, corporate seals and original or amended certificates of incorporation, Articles of Incorporation and By-Laws of each Group Company;
(c) letters of resignation effective as of Closing Date in the form attached herewith as Annex F duly executed by each of the directors and officers listed in Schedule 9;
(d) the Brand Options Cancellation Agreement, effective as of Closing Date and duly executed by SMC and GSMI, canceling the option of SMC and GSMI to repurchase certain SMC Brands and the Leo Brands and the Asset Option Termination Agreement, effective as of Closing Date and duly executed by SMC, terminating the Asset Option Agreement granting SMC the option to repurchase the Buyback Assets, which shall be in the form attached herewith as Annex I-1 and Annex I-2;
(e) the agreements or written confirmations canceling, effective as of Closing Date, the packaging, toll packing and other supply contracts referred to in clause 6.1(f), duly executed by SMC or its relevant Affiliate and the relevant Group Company;
(f) the new contracts covering the new packaging, toll packing and other supply agreements referred to in clause 6.1(f) to be entered into by the relevant Group Company, duly executed by SMC or relevant Affiliate;
(h) the agreements or written confirmations cancelling the Related Party Contracts referred to in clause 6.1(h), effective as of Closing Date, duly executed by SMC or the relevant Affiliate and the relevant Group Company;
(i) the written consents or notifications referred to in clause 6.1(k);
(k) the Undertaking referred to in clause 6.1(i), confirming that the Purchaser is entitled to terminate, without any penalty, loss or cost accruing to it, any Related Party Contracts other than those listed in Part A, Schedule 12, at any time upon 90 days prior notice unless otherwise agreed upon by the Purchaser and the Sellers in the Transition Services Agreement or other contracts agreed upon by the parties to such contracts, effective as of Closing Date, duly executed by SMC for itself and on behalf of its Affiliates;
(l) the Transaction Documents duly executed by the respective Parties;
(m) the agreement terminating the Shareholders Agreement referred to in clause 6.3(b) and in the form attached herewith as Annex G duly executed by SMC;
(n) if Purchaser has paid the First Payment in US Dollars, the BSRD covering the registration of the foreign investment of SMH in the Registered Shares, the certificates of inward remittance and conversion, deeds of assignment between SMH and SMC covering the transfer from SMH to SMC of the Registered Shares and such other documents as the Purchaser deems reasonably necessary to effect the BSRD Transfer.
4.4 On Closing, the Purchaser shall: