This excerpt taken from the EBAY 8-K filed Apr 16, 2009.
(a) The consummation of the Share Purchase (the Closing) shall take place at the offices of Kim & Chang, 223 Naeja-dong, Jongno-gu, Seoul, Korea at 10:00 a.m. as soon as practicable (and in no event later than the 4th business day) following the earlier of: (i) the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 5 and 6; and (ii) the closing of the Share Allocation, or at such other time or place as Purchaser and the Selling Shareholder may mutually agree in writing. (The date on which the Closing actually takes place being referred to as the Closing Date)
(b) At the Closing, the Selling Shareholder shall cause to be delivered to Purchaser the stock certificate(s) representing the Shares and Purchaser shall pay the purchase price for the Shares as contemplated by Section 1.2.
2. REPRESENTATIONS AND WARRANTIES OF THE SELLING SHAREHOLDER AND PARENT
The Selling Shareholder and Parent represent and warrant to Purchaser as follows (it being understood that each representation and warranty contained in this Section 2 is subject to: (a) the exceptions and disclosures set forth in the part or subpart of the Disclosure Schedule corresponding to the particular Section or subsection in this Section 2 in which such representation and warranty appears; (b) any exceptions or disclosures explicitly cross-referenced in such part or subpart of the Disclosure Schedule by reference to another part or subpart of the Disclosure Schedule; and (c) any exception or disclosure set forth in any other part or subpart of the Disclosure Schedule to the extent it is reasonably apparent from the wording of such exception or disclosure (without reference to any underlying document referred to therein) that such exception or disclosure is intended to qualify such representation and warranty):
2.1 Title to Shares. As of the date of this Agreement: (a) the Selling Shareholder holds beneficially and of record (free and clear of any Encumbrances) 230,193,126 shares of common stock, par value KRW 500 per share, of the Company; and (b) the Selling Shareholder does not own any other shares of capital stock or other securities of the Company, or any option, warrant or other right to acquire (by purchase, conversion or otherwise) any shares of capital stock or other securities of the Company. At the Closing, Purchaser will acquire good and valid title to the Shares free and clear of any Encumbrances.