Alpha advokatbyrå. Gran Tierra Energy Inc. 8 2019-12-26

Gran Tierra Energy Inc. 8

Condensed Pro Forma Consolidated Statement of Operations Unaudited For the Year Ended December 31, 2016 iv. The Notes have a maturity date of the second anniversary after issuance and bear interest at the rate of 5% per annum payable semi-annually. Davids Fond og Samling, Oy Neonest Ab x and Anchor Oy Ab, which together are representing beneficial holders of Existing Bonds representing approximately 65 per cent. A copy of the press release is attached as Exhibit 99. Func Food is a Finland based wellness company that markets and distributes beverages, protein bars, supplements and superfoods in Finland, Sweden, and Norway. We cannot assure you that the acquisition of Func Food will be consummated on the terms described herein or at all. This offering is not conditioned on the closing of the acquisition of Func Food.

Gran Tierra Energy Inc. 8

Upon consummation of the public offering described in Item 7. Notes to the Unaudited Pro Forma Consolidated Financial Statements d Exhibits. Consummation of the restructuring and acquisition of Func Food is expected to occur in October 2019 and is subject to customary closing conditions, including a the absence of a material breach by the parties with their respective covenants and agreements under the Acquisition Agreements; b approval of the restructuring of Func Food by existing bondholders in accordance with Swedish Law; and c our successful completion of this offering in an amount sufficient to fund the cash needed to consummate the acquisition. Gran Tierra Energy and Mr. Although such Buyer Finance would be prohibited under the terms and conditions of the Existing Bonds, the Bondholder Committee temporarily waives any such default until the Closing. The shares issuable upon conversion of the Notes will be issued pursuant to the exemption from registration afforded by Section 3 a 9 of the Securities Act of 1933, as amended. Except as required by law, Celsius undertakes no obligation to revise or update publicly any forward-looking statements to reflect events or circumstances after the date of this Current Report, or to reflect the occurrence of unanticipated events or circumstances.

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. Condensed Pro Forma Consolidated Statement of Operations Unaudited For the Three Months Ended March 31, 2017 iii. Except in the case of any payment due on the Closing Date, any payment due on a particular day must be received by and be available to the payee not later than noon local time to the recipient on the due date and any payment made after that time shall be deemed to have been made and received on the next Business Day. In the event the conditions precedent set forth in Section 6. For illustrative purposes, an example of a working capital calculation of the Company Group, calculated as at December 31, 2016 and in accordance with U. On July 5, 2017, David Hardy, Vice President Legal and General Counsel of Gran Tierra Energy, informed Gran Tierra Energy Inc. These factors include, but are not limited to: general economic and business conditions; our business strategy for expanding our presence in our industry; anticipated trends in our financial condition and results of operation; the impact of competition; existing and future regulations affecting our business; and other risks and uncertainties discussed in the reports Celsius has filed previously with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K for the year ended December 31, 2018 and our most recent Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.

Celsius Holdings, Inc. 8

Where a term is defined herein, a capitalized derivative of such term shall have a corresponding meaning unless the context otherwise requires. The Vendors wish to sell and convey the Purchased Shares to the Purchaser, and the Purchaser wishes to purchase the Purchased Shares from the Vendors, upon the terms and conditions herein set forth. FitFarm and CocoVi are well-established brands of superfoods and other supplements in the Nordic countries. Func Food subsequently expanded distribution of our products to Finland in 2016 and Norway in 2018. Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 a of the Exchange Act. We intend to fund the acquisition of Func Food and pay related fees, costs and expenses through a portion of the proceeds of the public offering described in Item 7. After Closing, the Buyer Finance will be permitted under the Reinstated Bonds.

Celsius Holdings, Inc. 8

The following exhibits are being filed with this Current Report on Form 8-K: Exhibit Number Description 2. Bermuda time on the Closing Date or such other time as the Parties may agree , when the Closing is scheduled to occur. The Vendors directly own all of the issued and outstanding Shares. Our international network of offices with a combination of local expertise and global experience helps us provide innovative and informed solutions. Celsius has had a distribution arrangement with Func Food since 2016, when Func Food commenced distribution of our products in Sweden where they have become the best-selling fitness drink.

Ronin Do Fight Gym

Exact name of Registrant as specified in its charter Delaware 98-0479924 State or other jurisdiction of incorporation I. Above all of that, you provide a significant commercial contribution and really are part of our home team. The above referenced summary of our planned acquisition of Func Food is qualified in its entirety by reference to the Acquisition Agreements attached as Exhibits 10. Cautionary Note Regarding Forward Looking Statements This Current Report may contain statements that are not historical facts and are considered forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Hardy currently expect that Mr.

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Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies registry under number B 176. The foregoing description of the Disposition Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Disposition Agreements, copies of which are filed as Exhibits 2. They are responsive, they have a good mix of technical ability with practicality and they present very well to our board. Condensed Pro Forma Consolidated Balance Sheet Unaudited as at March 31, 2017 ii. A copy of the press release is attached as Exhibit 99. The Sellers are the owners of all the Shares as set out in the Share Purchase Agreement. In addition, in connection with the public offering, the Company will be making road show presentations to certain existing and potential Celsius shareholders.

Ronin Do Fight Gym

If the acquisition of Func Food is not consummated, we intend to use the net proceeds of the public offering described in Item 7. The road show materials are attached as Exhibit 99. The Acquisition Agreements contain certain termination rights, including the right of either party to terminate the transaction if it has not closed on or before October 31, 2019. Box 7329, 103 90 Stockholm, Sweden. The headings of the Articles, Sections, Subsections and any other headings, captions or indices herein and the schedules hereto are inserted for convenience of reference only and shall not be used in any way in construing or interpreting any provision hereof. The provisions of Sections 13 Confidentiality , 14 Announcement and 17 Governing law and disputes below shall survive any termination of this Agreement pursuant to Section 6.

Ronin Do Fight Gym

Hardy will retire effective on or about August 30, 2017. On June 30, 2017, Gran Tierra Energy Inc. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies registry under number B 163. Completion of Acquisition or Disposition of Assets. The Reinstated Bonds and the Buyer Bonds will have customary affirmative and negative covenants applicable to Fund Food, including restrictions on distributions, pledging assets and incurring additional indebtedness, meeting quarterly liquidity and other financial compliance tests, providing periodic financial reports and requiring bondholder consent to amendments and waivers.

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In addition, the Company and the Buyer Finance provider may agree on other restrictions of payments and that daily, weekly and monthly financial reports, including cash flow statements will be provided by the Company. All payments contemplated herein shall be by wire transfer to the Vendors' Bank Account or the Purchaser's Bank Account, as applicable, or such other transfer of immediately available funds as may be agreed by the Parties. . . . .