UNTRUE OR INCORRECT OR THAT THE
BUYER HAS BREACHED ANY OTHER TERM OF THIS AGREEMENT THAT IN EITHER CASE IS
MATERIALLY ADVERSE TO THE SALE AND PURCHASE OF THE QUOTA, THE SELLER MAY
(WITHOUT PREJUDICE TO ANY OTHER RIGHTS IT MAY HAVE IN RELATION TO THE BREACH):
(I)
RESCIND THIS AGREEMENT BY NOTICE TO THE BUYER; OR
(II)
PROCEED TO CLOSING.
4.
PURCHASE PRICE
4.1
SUBJECT TO THE FOLLOWING AMOUNTS BECOMING DUE
AND OWING UNDER THE TERMS OF THIS AGREEMENT, THE PURCHASE PRICE TO BE PAID FOR
THE QUOTA IS EUR 6,000,000 (SIX MILLION EUROS) COMPRISING OF (I) THE CLOSING
PAYMENT; AND (II) THE CLOSING PAYMENT HOLDBACK, TO THE EXTENT THAT THE SAME
BECOMES PAYABLE PURSUANT TO THE PROVISIONS SET OUT IN CLAUSES 5.5 TO 5.20
(INCLUSIVE), AND ANY CP EXCESS (AS DEFINED IN CLAUSE 5.10) OR REMAINING CP
HOLDBACK AMOUNT (AS DEFINED IN CLAUSE 5.10), IF ANY; AND (III) THE ADDITIONAL
PAYMENT, TO THE EXTENT THAT THE ADDITIONAL PAYMENT CONDITION HAS BEEN TRIGGERED
AND IN ACCORDANCE WITH THE PROVISIONS OF SCHEDULE 4. FOR THE AVOIDANCE OF DOUBT
THE PARTIES AGREE AND ACKNOWLEDGE THAT INDEPENDENT OF WHETHER OR NOT THE CLOSING
PAYMENT HOLDBACK, CP EXCESS (AS DEFINED IN CLAUSE 5.10), CP DEFICIT (AS DEFINED
IN CLAUSE 5.10), REMAINING CP HOLDBACK AMOUNT (AS DEFINED IN CLAUSE 5.10) AND/OR
ADDITIONAL PAYMENT BECOMES DUE AND OWING TO THE SELLER, THE PAYMENT OF THE
CLOSING PAYMENT AT CLOSING SHALL RESULT IN THE TRANSFER OF THE QUOTA TO THE
BUYER.
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5.
CLOSING
5.1
PROVIDED THAT THE CONDITIONS SHALL HAVE BEEN
SATISFIED OR WAIVED IN ACCORDANCE WITH CLAUSE 2, CLOSING SHALL TAKE PLACE AT THE
OFFICES OF THE COMPANY AT 10 A.M. ON WEDNESDAY 30 SEPTEMBER 2009 OR AT SUCH
OTHER LOCATION, TIME OR DATE AS THE SELLER AND THE BUYER MAY AGREE IN WRITING.
THE DATE ON WHICH CLOSING SHALL TAKE PLACE IS REFERRED TO HEREIN AS THE "CLOSING
DATE".
5.2
AT CLOSING THE SELLER SHALL:
(A)
TRANSFER THE QUOTA IN SUCH MANNER AS IS
NECESSARY FOR THE BUYER TO ESTABLISH LEGAL OWNERSHIP IN ACCORDANCE WITH
HUNGARIAN LAW PURSUANT TO THE DOCUMENTATION AS SET OUT IN THE CLOSING AGENDA;
(B)
DELIVER A CERTIFIED COPY OF THE RESOLUTION
ADOPTED BY THE BOARD OF DIRECTORS OF THE SELLER AUTHORISING THE TRANSACTION AND
THE EXECUTION AND DELIVERY BY THE OFFICERS SPECIFIED IN THE RESOLUTION OF THIS
AGREEMENT, ANY DOCUMENTS NECESSARY TO TRANSFER THE QUOTA IN ACCORDANCE WITH
CLAUSE 5.2(A) AND ANY OTHER DOCUMENTS REFERRED TO IN THIS AGREEMENT;
(C)
DELIVER ALL OTHER DOCUMENTS IDENTIFIED IN
THE CLOSING AGENDA AS DOCUMENTS TO BE DELIVERED BY THE SELLER AT CLOSING;
(D)
DELIVER LETTERS OF WITHDRAWAL OF THE
MANAGING DIRECTORS OF THE COMPANY EFFECTIVE AS OF CLOSING;
(E)
DELIVER NEW BANK MANDATE (SIGNATORY CARD)
INSTRUCTIONS TO BE COMPLETED AND SIGNED IN ACCORDANCE WITH THE BUYER'S
INSTRUCTIONS TO REPLACE THE BANK MANDATE INSTRUCTIONS EXISTING IMMEDIATELY PRIOR
TO CLOSING; AND
(F)
DELIVER AN ORIGINAL BANK STATEMENT FROM
THE SPECIFIED BANK ACCOUNT EVIDENCING THE EUR 600,000 (SIX HUNDRED THOUSAND) AS
BEING READILY