NBG » Topics » Subject Matter of the Agreement

This excerpt taken from the NBG 20-F filed Jul 2, 2007.

Subject Matter of the Agreement

2.01   Undertaking of the Parties.—(a) Upon the terms and subject to the conditions set forth in this Agreement the Sellers hereby agree to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Sellers, on the Closing Date, the Shares and the Founders’ Shares (as set opposite the relevant Seller’s name in Schedule 2.01(a), together with any additional shares issued to the Sellers in respect thereof). The Shares and the Founders’ Shares shall be sold by the Sellers free and clear from any Encumbrances and in accordance with the provisions and requirements of the Articles of Association of Target, and ownership (including all rights then attaching to them and the right to receive any dividend or distribution declared, paid or made after Closing) and risk in the Shares and the Founders’ Shares shall pass to the Purchaser with effect from Closing;

(b)        As consideration for the purchase of the Shares, the Purchaser shall pay to the Sellers on the Closing Date, an amount equal to the Initial Ordinary Share Consideration;

(c)        As consideration for the purchase of the Founders’ Shares, the Purchaser shall pay to the Sellers on the Closing Date an amount equal to the Initial Founders’ Shares Consideration;

(d)        The Sellers shall pay to the Purchaser on the Business Day set forth in Section 3.03 an amount equal to:

(i)         in relation to the Shares, the Ordinary Share Acquired Percentage of the Closing Date Shortfall, if any; and

(ii)       in relation to the Founders’ Shares, the Founders’ Share Acquired Percentage of the Closing Date Shortfall, if any.

2.02   Partial Discharge of Purchase Price—At the option of the Sellers, the Purchaser may apply part of the Purchase Price to the discharge of the Take-Out Assets Final Purchase Price on behalf of Fiba Holding A.S. by making payment of that amount directly to the Target. In such event, the amount which the Purchaser would otherwise be required to pay to the Sellers at Closing shall be reduced by and treated as discharged by the amount of the Take-Out Assets Final Purchase Price.

2.03   Purchase Price.—Any payment made in satisfaction of an obligation of the Parties pursuant to any provision of this Agreement, including pursuant to this Article II, Article III below and any liability arising under any representation, warranty or undertaking to indemnify given by the Sellers to the Purchaser (or vice versa) shall, to the extent lawful, adjust the price paid for the Shares and the Founders’ Shares (other than for the purposes of Section 8.04), pro rata to the proportions which the Ordinary Share Acquired Percentage and the Founders’ Share Acquired Percentage represent of the Acquired Percentage, and such price as so adjusted shall be adopted for all tax reporting purposes.

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