WHERE RELEVANT, A COUNTERPART OF EACH TRANSFER DOCUMENT;
(VI)
A CERTIFICATION, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
SGC, ON BEHALF OF EACH PURCHASER EVIDENCING (A) THE DUE AUTHORITY OF EACH PERSON
WHO HAS EXECUTED THIS AGREEMENT ON BEHALF SUCH PURCHASER; (B) THE RESOLUTIONS OF
THE APPLICABLE GOVERNING BODY OF SUCH PURCHASER AUTHORIZING THE PERFORMANCE BY
SUCH PURCHASER OF ITS OBLIGATIONS UNDER THIS AGREEMENT; AND (C) THE RESOLUTION
OF SHAREHOLDERS OF SPORTECH AUTHORIZING THE ISSUANCE OF SPORTECH SHARES TO SGC
AS PROVIDED HEREIN; AND
(VII)
A VALID INTERNAL REVENUE SERVICE FORM W-8BEN (WITH PART II
COMPLETED), EXECUTED BY SPORTECH.
(D)
AFTER THE CLOSING AND PRIOR TO THE REGISTRATION OF THE TRANSFER OF
THE SGRL INTERESTS FROM SGH IN THE NAME OF A PURCHASER, SGH SHALL CO-OPERATE IN
ANY MANNER REASONABLY REQUIRED BY SPORTECH FOR THE CONVENING AND CONDUCT OF
GENERAL MEETINGS OF SGRL, SHALL EXECUTE ON A TIMELY BASIS ALL PROXY FORMS,
APPOINTMENT OF REPRESENTATIVES, DOCUMENTS OF CONSENT TO SHORT NOTICE AND OTHER
SIMILAR DOCUMENTS THAT SPORTECH MAY REASONABLY REQUIRE (INCLUDING EXECUTING AT
CLOSING ANY POWER OF ATTORNEY THAT MAY BE REASONABLY REQUIRED) AND SHALL ACT IN
ALL RESPECTS AS THE NOMINEE AND AT THE REASONABLE DIRECTION OF SPORTECH IN
RESPECT OF THE ENTIRE ISSUED SHARE CAPITAL OF SGRL AND ALL ATTACHED RIGHTS AND
INTERESTS.
PURCHASERS SHALL EFFECT THE REGISTRATION OF TRANSFER OF THE SGRL
INTERESTS AS PROMPTLY AS PRACTICABLE AFTER THE CLOSING.
SECTION 2.4
INITIAL CASH PURCHASE PRICE ADJUSTMENT.
(A)
NO LATER THAN THREE (3) BUSINESS DAYS PRIOR TO THE CLOSING DATE,
SGC SHALL PREPARE AND DELIVER, OR CAUSE TO BE PREPARED AND DELIVERED, TO
SPORTECH A CERTIFICATE OF AN OFFICER OF SGC (THE "PRE-CLOSING STATEMENT")
SETTING FORTH ITS GOOD FAITH ESTIMATE OF (I) THE AMOUNT OF CASH AND CASH
EQUIVALENTS AND SHORT-TERM INVESTMENTS OF THE COMPANIES AND THEIR SUBSIDIARIES
AS OF THE CLOSING DATE (BEFORE GIVING EFFECT TO THE CLOSING, AND EXCLUDING ANY
CASH AMOUNTS IN THE CATEGORIES DESCRIBED IN PART A OF SECTION 2.4(A) OF THE
SELLER DISCLOSURE SCHEDULE) (THE "ESTIMATED CASH
30
AMOUNT"); (II) THE NET WORKING CAPITAL AS OF THE CLOSING DATE (BEFORE GIVING
EFFECT TO THE CLOSING) (THE "ESTIMATED NET WORKING CAPITAL"); (III) THE COMBINED
BALANCE SHEET OF THE COMPANIES AND THEIR SUBSIDIARIES AS OF THE CLOSING DATE;
AND (IV) THE RELEVANT CAPITAL EXPENDITURE FROM THE DATE HEREOF THROUGH THE
CLOSING DATE (THE "ESTIMATED RELEVANT CAPITAL EXPENDITURE").
SUCH PRE-CLOSING
STATEMENT SHALL BE PREPARED, AS APPLICABLE, IN A MANNER CONSISTENT WITH THE
CALCULATION OF THE ITEMS SET FORTH IN PART B OF SECTION 2.4(A) OF THE SELLER
DISCLOSURE SCHEDULE (BUT SUBJECT TO THE EXPLANATORY FOOTNOTES THERETO).
(B)
THE INITIAL CASH PURCHASE PRICE SHALL BE (I) (A) INCREASED, IF THE
ESTIMATED NET WORKING CAPITAL EXCEEDS THE REFERENCE NET WORKING CAPITAL, BY AN
AMOUNT EQUAL TO THE AMOUNT OF SUCH EXCESS; OR (B) DECREASED, IF THE REFERENCE
NET WORKING CAPITAL EXCEEDS THE ESTIMATED NET WORKING CAPITAL, BY AN AMOUNT
EQUAL TO SUCH EXCESS, AND (II) (A) INCREASED, IF THE ESTIMATED RELEVANT CAPITAL
EXPENDITURE EXCEEDS THE REFERENCE