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WHEREAS, the parties hereto currently intend to consider an initial public offering of equity securities of the Company prior to What is a tag along option trading 30, and, if such an initial public offering is made, the parties also intend to consider listing the equity securities of the Company on the Oslo Stock Exchange, either as a primary or secondary listing it being understood that any what is a tag along option trading decisions concerning an initial public offering shall be made by Carnival what is a tag along option trading its sole discretion.
As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated: For purposes of what is a tag along option trading definition, "control", when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.
After the Closing, the Company shall issue additional Shares to the Investors subject to the terms of Section 2. At the Closing, each Investor shall pay the amounts set forth by each Investor's name on Schedule 2. All amounts paid hereunder shall be paid by wire transfer of immediately available funds to such account or accounts as may be designated by the Company to the Investors.
All Shares issued hereunder shall be validly issued, fully paid and non-assessable and free and clear from all Liens. Upon completion of the adjustment of the purchase price under clause 4.
Within five Business Days thereafter, i either a if the Adjusted Cunard Price does not exceed the Assumed Cunard Price, the Company shall pay each Investor its Investor Purchase Price Adjustment if any by wire transfer of immediately available funds to an account of Christiania on behalf of such Investor as designated in writing by Christiania to the Company or b otherwise, each Investor shall pay the Company its Investor Purchase Price Adjustment by wire transfer of immediately available funds to the account designated under Section 2.
The Company is an International Business Corporation duly incorporated and validly existing under the laws of the Bahamas and has all requisite corporate power and lawful authority to own, lease and operate its properties and to carry on its business as now being conducted.
The Company is duly qualified or otherwise authorized to transact business in each jurisdiction in which such qualification or authorization is required by applicable law or in which the failure so to qualify or be authorized would have a material adverse effect on the Company. As of the date hereof, 4, shares are issued and outstanding. Except for this Agreement and the Recapitalization Agreement, the Company has no obligations to issue any of its Shares. The execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including, without limitation, the sale, issuance and delivery of the Shares i are within the Company's corporate power and have been duly authorized by all necessary corporate action of the Company; ii do not contravene the terms of the Memorandum and Articles of Association, or any amendment of either thereof, or any organizational or governing documents of the Company; and iii do not violate, conflict with or result in any breach or contravention of, or the creation of any Lien under any material agreement of the Company.
This Agreement what is a tag along option trading been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general what is a tag along option trading of equity relating to enforceability.
Such Investor is acquiring the Shares for its own account, or an account with respect to which it exercises sole investment discretion, solely for investment and not with a view to resale or distribution thereof. Such Investor is a a "qualified institutional buyer" within the meaning of Rule A under the United States Securities Act ofas amended the "Securities Act"b an "accredited investor" within the meaning of Regulation D under the Securities Act, or c not in the United States, within the meaning of Regulation S "Regulation S" promulgated under the Securities Act, and is neither a What is a tag along option trading.
Such Investor acknowledges that the offering and sale of the Shares has not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to or for the account or benefit of, U. Such Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Company as contemplated by this Agreement, and is able to bear the economic risk of such investment for an indefinite period of time, including a complete loss of capital.
It has been furnished access to such information and documents as it has requested and has been afforded the opportunity to ask questions of and receive answers from representatives of the Company concerning the terms and conditions of this Agreement and the proposed transactions and the purchase of the Shares contemplated hereby.
The execution, delivery and performance by such Investor of this Agreement and the transactions contemplated hereby, including, without limitation, the payment of the purchase price i are within such Investor's corporate or other power and have been duly authorized by what is a tag along option trading necessary action of such Investor; ii do not contravene the terms of the certificate of incorporation and by-laws or comparable instrumentsor any amendment of either thereof, or any organizational or governing documents of such Investor, as applicable, and iii do not violate, conflict with or result in any breach or contravention of, or the creation of any Lien under any material agreement of such Investor.
This Agreement has been duly authorized, executed and delivered by such Investor and constitutes a legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity relating to enforceability.
Each Shareholder agrees that such Shareholder shall not, either directly or indirectly, offer, sell, transfer, assign, mortgage, hypothecate, pledge, create a security interest in or Lien upon, encumber, donate, contribute, place in trust, or otherwise voluntarily or involuntarily dispose of any of the foregoing actions, to "Transfer" and, any offer, sale, transfer, assignment, mortgage, hypothecation, pledge, security interest or Lien, encumbrance, donation, contribution, placing in trust or other disposition, a "Transfer" any Shares, or any interest therein, except in a transaction that is specifically permitted by this Agreement.
Any attempt to Transfer any Shares, or any interest therein, which is not in compliance with this Agreement shall be null and void what is a tag along option trading initio, and the Company shall not give any effect in the Company's stock records to such attempted Transfer. The number of Shares to be sold by the Selling Shareholders in the Proposed Sale shall be reduced by the aggregate number of Participating Tag-Along Shares to be sold pursuant to this Section 7. Each Shareholder shall vote its Shares at any regular or special meeting of Shareholders of the Company, or in any written consent executed in lieu what is a tag along option trading such a meeting of Shareholders, and shall take all other actions necessary, to give effect to the provisions of this Agreement including, without limitation, Section 8.
Each Shareholder agrees that, except as the Shareholders may otherwise agree in writing, the number of directors constituting the entire Board of Directors shall be seven, comprised of the following individuals: Each of Carnival and the Majority Investors shall be entitled at any time and for any reason or for no reason to designate any or all of its designees on the Board of Directors for removal. If at any time a vacancy is created on the Board of Directors by reason of the death, removal or resignation of any director, then Carnival or the Majority Investors shall, as soon as practicable thereafter, designate a replacement director and, as soon as practicable thereafter, the Company and each of the Shareholders shall take action, including, if necessary, the voting of its Shares, to elect or cause the what is a tag along option trading by the Board of Directors of such replacement director in accordance with Section 8.
Each Shareholder hereby agrees to approve the change of the Company's name to Cunard Line Limited and to take all action necessary, including the voting of its Shares, to effect the same. If the Initial Public Offering is in the United States, the Company and the Investors shall in good faith attempt to negotiate a registration rights agreement with customary terms and provisions to provide the Investors as a group with one demand registration right and with piggy- back registration rights.
Prior to the Initial Public What is a tag along option trading, the Company shall provide the Investors with written information regarding the Initial Public Offering process and, to the extent determined by Carnival in what is a tag along option trading sole discretion, shall invite the Investors to participate in such Initial Public Offering.
Prior to effecting the Carnival Exchange, Carnival shall, in its sole discretion, consider first whether to effect the Initial Public Offering. In the Carnival Exchange, each Investor shall be entitled to receive a number of shares equal to the product of i the number of Shares owned by such Investor and ii the Exchange Ratio.
The What is a tag along option trading Ratio shall initially be 0. If it elects to effect the Carnival Exchange, Carnival shall notify each Investor in writing of the Carnival Exchange.
Such notice shall specify the Exchange Ratio and the place and time of the closing of the Carnival Exchange which shall be a date within 20 Business Days of the calculation of the Exchange Ratio. The Put Option shall be exercisable by each Investor by delivery of written notice to Carnival the "Put Option Notice" within 10 Business Days after the third anniversary of the Closing.
At the closing of the Put Option, each Investor who has exercised the Put Option shall be entitled to receive a number of shares of Carnival Common Stock equal to the product of i the number of Shares owned by such Investor and ii the Exchange Ratio. At the closing of the Put Option Carnival shall be obligated to purchase all of the Shares owned by the Investors exercising the Put Option in exchange for shares of Carnival Common Stock as determined in accordance with the preceding sentence.
Carnival shall provide notice in writing to each Investor exercising the Put Option of the Exchange Ratio and the place and time of the closing of the Put Option which closing date shall be within 45 Business Days after the third anniversary of the Closing. No fraction of Carnival Shares will be issued to the Investors in connection with the Carnival Exchange or the exercise of the Put Option.
In lieu thereof, Carnival shall pay to such Investors otherwise entitled to a fractional share cash in an amount equal to the what is a tag along option trading of such fraction and the closing price for the Carnival Common Stock on the New York Stock Exchange Composite Tape on the last trading day prior to the closing of either the Carnival Exchange or the Put Option.
The closing for the purchase of the Shares pursuant to Sections 9. At such closing, in exchange for all of the Shares held by each Investor participating in the Carnival Exchange or the Put Option, as the case may be, Carnival shall issue, sell and deliver to such Investor and such Investor shall purchase, acquire and accept from Carnival, certificates evidencing the number of Shares of Carnival Common Stock to which such Investor is entitled under Sections 9.
All Shares delivered by each Investor to Carnival under this Section 9. Any such adjustment of the Exchange Ratio shall become effective immediately after the record date of such dividend or the effective date of such subdivision, combination, reclassification, consolidation, merger, sale or conveyance. Such adjustment of the Exchange Ratio shall be made successively whenever any event listed above shall occur.
If a stock dividend is declared and such stock dividend is not paid, the Exchange Ratio shall again be adjusted to be the Exchange Ratio in effect immediately prior to such record date. Each Investor understands and agrees that it shall have no claim against the Company, Newco, Carnival or any of their directors, officers or affiliates if the Initial Public Offering shall not occur or if Carnival elects to effect the Carnival Exchange and to the fullest extent permitted by law, waives any such claim.
If the Company determines to issue any Shares or any security convertible into or exercisable or exchangeable for Shares, to any shareholder of the Company including a Shareholder other than capital shares to be issued i in connection with an employee stock what is a tag along option trading plan or other bona fide what is a tag along option trading compensation arrangement that is approved by the Company's Board of Directors, ii pursuant to a stock split or stock dividend, iii pursuant to the exercise of any option, warrant or convertible security theretofore issued, iv as consideration in connection with a bona fide acquisition by the Company or any of its subsidiaries or v pursuant to the Initial Public Offering each such issuance not excluded by the immediately preceding parenthetical being herein referred to as a "New Issuance"then the Company shall notify the Shareholders of the proposed New Issuance.
Such notice shall specify the what is a tag along option trading and class of securities to be issued, the rights, terms and privileges thereof and the estimated price at which such securities will be issued. By written notice to the Company given within 15 Business Days of being notified of such New Issuance, each Shareholder shall be entitled to purchase that percentage of New Issuance determined by dividing a the total number of Shares owned by such Shareholder by b the total number of all outstanding Shares.
Such right shall be exercisable within 15 Business Days following the what is a tag along option trading of the notice delivered pursuant to the previous sentence. To the extent the Shareholders do not elect to purchase all of the securities proposed to be offered and sold in the New Issuance, the Company may issue those securities not so subscribed for to the shareholders participating in such issuance, provided that such sales are consummated within Business Days after the Shareholders?
The closing of the New Issuance shall be held at such time as the Company shall designate in writing to the Shareholders that elect to purchase securities in the new Issuance pursuant to this Article 10 not fewer than five Business Days prior to the date of such closing, at the Company's principal offices, or at another place designated by the Company in writing to such Shareholders in such notice.
From and after the Closing, the Company will not sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make any contract, agreement, loan, advance or guarantee with, or for the benefit of, any Affiliate each of the foregoing, an "Affiliate Transaction"unless such Affiliate Transaction is on terms no less favorable to the Company than those that could be obtained an arm's length basis with a third party.
The limitation under Section This Agreement shall become effective upon the execution hereof and shall terminate upon the earlier of: This Agreement shall terminate i upon the termination what is a tag along option trading the Sale and Purchase Agreement or ii if acquisition of the business of Cunard is not consummated for any reason.
If this Agreement is terminated pursuant to Section If this Agreement is terminated as provided in Section All of the representations and warranties, as well as those other agreements and undertakings made herein to be performed after the Closing Date, shall survive the execution and delivery of this Agreement, any investigation by or on behalf of the Investors or acceptance of the Shares.
All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, telecopier, courier service, overnight mail or personal delivery: General Counsel with a copy to: Box Oslo, Norway Attention: Jorgen Lund Telecopier No.: Carnival Corporation N.
All such notices and communications shall be deemed to have been duly given when delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial courier service; five 5 Business Days after being deposited in the mail, postage prepaid, if mailed by airmail; and when receipt is mechanically acknowledged, if telecopied.
The Company agrees to reimburse Carnival for all out-of-pocket expenses incurred by Carnival in connection with the transactions contemplated by the Sale and Purchase Agreement and this Agreement and the transactions contemplated thereby and hereby including, without limitation, travel, expenses and legal and accounting fees and expenses.
Nothing herein expressed or implied is intended to or shall be construed to confer upon or give any person or entity, other than the parties hereto, and their respective successors, permitted assigns and affiliates, any rights or remedies under or by reason of this Agreement.
This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto. The Company may not assign any of its rights or obligations under this Agreement, except to a successor-in-interest to the Company, without the written consent of the Majority Investors and no Shareholder may assign any of its rights or obligations without the consent of the Company except for an assignment pursuant to Section 6.
The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the parties at law, in equity or otherwise. This Agreement may be executed in any number of counterparts and by the parties hereto what is a tag along option trading separate counterparts, each what is a tag along option trading which when so executed shall be what is a tag along option trading to be an original and all of which taken together shall constitute one and the same agreement.
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such State.
An award rendered in connection with an arbitration pursuant to this Section If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired, unless the provisions held invalid, illegal or unenforceable shall substantially impair the benefits of the remaining provisions hereof.
This Agreement, together with the schedules hereto is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. Each of the parties shall execute such documents and perform such further acts including, without limitation, obtaining any consents, exemptions, authorizations or other actions by, or giving any notices to, or making any filings with, any governmental authority or any other Person as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement.
Christiania irrevocably and unconditionally guarantees the due and punctual payment of the purchase price by each Investor under Section 2. Wilhelmsen PK fund 63, 5, 1, 0. PK fund 40, 3, 0.
Wilhelmsen Skips AS Tudor 2,52, 2.