a) The parties hereby acknowledge and confirm that all of the conditions set forth in Article V are met or that there is a waiver at the time of this press release (except for those conditions which, by their nature, must be met at closing) and that sellers must provide notice to Buyer (the “Notice of Transfer”). which indicates the completion date (the “Closing Date”). The sale and purchase of all Relevant Shares, as provided for in this Agreement (the “Closing”), will be made remotely via the electronic exchange of documents and signatures by e-mail on the closing date. 3. Effect of the amendment. This amendment will be effective upon execution and delivery of such amendment by the parties, but will only take effect when the Company`s shareholders approve the grant of the options granted under the option agreement no later than June 30, 2020. This amendment shall not constitute a modification or waiver of any provision of the Share Purchase Agreement that is not expressly modified or superseded herein and shall not be construed as a modification, waiver or consent to any action that would require modification, waiver or consent, except as expressly provided herein. The Share Purchase Agreement, as amended by this amendment, is and will remain in full force and effect and is ratified and confirmed in all respects. 3.â â â â This amendment, together with the Agreement, all its annexes and annexes and any other documents and instruments provided thereon, constitute the entire agreement between the parties and supersede all prior written or oral agreements, understandings or representations between the parties to the extent that they relate in any way to the subject matter of this Agreement. THEREFORE, taking into account the obligations and mutual agreements contained herein and for any other valid and valid consideration, the preservation and suitability of which are hereby recognized, and with the intention of being legally bound herein, the parties agree to the following: NOW THEREFORE, taking into account the foregoing and representations, warranties, representations and mutual agreements contained in the Share Purchase Agreement and this Amendment, and with the intention of being bound by and therefore by law, the parties hereby agree that: CONSIDERING that the Company and OW will essentially perform and provide WW International, Inc.
at the same time as the execution and delivery of such modification. Contract sheet for the grant of consultant stock options, including the terms attached thereto, dated the date of this press release (the “Option Agreement”), pursuant to which the Company grants OT an option to purchase a total of 3,276,484 common shares of the Company at a purchase price of $38.84 per share (the options granted), and the Company and OT will execute and deliver the first amendment to the Strategic Cooperation Agreement, dated the date of this press release. Section 2.4. Entire Agreement. The Agreement, as amended by this amendment, constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior oral and written agreements and understandings between the parties with respect to the subject matter of this Agreement. WHEREAS the parties to this amendment have entered into the share purchase agreement in respect of the Company`s share repurchase agreement153 approved by the Company`s Board of Directors on November 17, 2009; AND CONSIDERING that the parties to the Share Purchase Agreement intend to amend this Agreement to provide for its termination in the event of Fisher`s death; and To avoid the foregoing, in the event of termination under clauses (c) to (g) of this Agreement, there will be no further settlement of the Acquired Shares with respect to purchases made under the Program (whether for a prior month or the period in which the termination event occurs), and no closing for the Acquired Shares will follow such termination of this Agreement. CONSIDERING that, taking into account the above recitals and the mutual agreements and understandings contained in this Agreement, the Company and the Seller who wish to be legally bound each agree to the following: CONSIDERING that OT and the Company have entered into this specific share purchase agreement dated October 18, 2015 (the “Share Purchase Agreement”) by and between OT and the Company; and 5. Applicable law; Jurisdiction.
This change shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts entered into and fully performed in that State, except for matters that fall directly within the scope of the Virginia Stock Corporation Act, which is governed by the Virginia Stock Corporation Act. OW and the Company irrevocably and unconditionally agree to submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York and the courts that hear appeals under it, except in the absence of a basis for federal jurisdiction, in which case each party irrevocably consents to the exclusive jurisdiction and venue of the Supreme Court of the State of New York. York agrees. New York County and the courts that hear appeals under it for any suit, action, or proceeding arising out of or related to this Agreement and the transactions contemplated in this Agreement. 2.â â â Applicable law. This change and any dispute, controversy or claim arising out of or relating to it or its subject matter shall be governed by and construed in accordance with the laws of the State of New York (without regard to its conflict of laws rules, which would require the application of the laws of any other jurisdiction). (g) notwithstanding section 7.1(b), upon written notice of the successor or executor of Fisher`s estate of Fisher`s death, with immediate effect upon notice of the notice. 6.â â â â â â Conflicts. Unless expressly modified by this amendment, each term and condition set forth in the Agreement, as well as the rights and obligations of each party, shall remain in full force and effect in accordance with its terms. In the event of any discrepancy between the provisions of this Amendment and any provision of the Agreement, the provisions of this Amendment shall prevail.
6. Termination. The parties agree that if the share purchase agreement is terminated for any reason in accordance with its terms prior to the completion of the transactions contemplated therein, such modification will also terminate and will no longer have force or effect. CONSIDERING that, in accordance with Article 8.3 of the Share Purchase Agreement, the Parties intend to amend certain provisions of the Share Purchase Agreement as described herein; and following Article 4.6 of the Share Purchase Agreement, a new section is added as follows: WHEREAS the Parties wish to amend the Agreement as set out in this Amendment. IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their respective authorized representatives from the date and year in which they were first written above, is properly executed. IN WITNESS WHEREOF, the parties have duly implemented this amendment on the date first indicated above. AMENDMENT TO THE SHARE PURCHASE AGREEMENT dated December 15, 2019 (this amendment) by and between Oprah Winfrey, a person with a mailing address at c/o Harpo, Inc. 1041 North Formosa Avenue, West Hollywood, CA 90046 (OW), and WW International, Inc. (formerly known as Weight Watchers International, Inc.), a Virginia corporation (the “Company”). Section 2.5. Labels.
The legends contained in this document are for clarity only and are ignored in the construction or interpretation of these legends. Section 1.1. Section 7.1 Termination. is hereby amended to add a new clause (g) to section 7.1 as follows: CONSIDERING that the Sellers and Â å ̄æä ̧åæ æ ̧ ̧æååå±éå¢è¡ä”1/2æéå ¬å ̧Â (Caissa Sega Tourism Development Group Co., Ltd, âCaissa Segaâ) have signed a specific share purchase agreement (the “Agreement”) dated 19 June 2020, and Caissa Sega issued a notice to Sellers on November 13, 2020, assigning all of its rights and obligations under the Agreement to Hopeful Tourism Limited pursuant to Article 8.8 of the Agreement; 5.â â â Legends. All legends contained in this amendment are provided for reference only, are not part of this change and do not affect the meaning or interpretation of this change. The party wishing to terminate this Agreement in accordance with clauses (b), (c), (d), (e) or (g) above must notify the other party in writing of such termination. b) On a date within one hundred and eighty (180) days of the End Date (the “Transfer Date”), buyer must deliver or cause to be delivered a cash amount equal to the purchase price to Seller (of which RMB 72,905,914 will be paid to XX Xxxx Kong and RMB 384), RMB 701,714 will be paid to JD BVI), by transferring the immediately available funds to a bank account specified in writing by the seller concerned (each, a “Seller Account”). .