(b) record the nominal amount of the applicable Issued Shares and the final amount of the applicable share premium of the applicable Issued Shares in the accounts of Holdco as a result of the applicable Exchange;
(c) take all actions and do such things on behalf and in the name of such Company Shareholder that are necessary or desirable for such Company Shareholder to take or to do in order for the Exchanges, or the other Transactions to occur;
(d) represent such Company Shareholder at any meeting or any adjourned meeting of the general meeting of shareholders of the Company or Holdco convened for the purpose of implementing any of the Transactions, waive any convening formalities, vote in the name and on behalf of such Company Shareholder on any resolution submitted to said meeting, sign any documents, shareholder proxy, written consent or resolutions, delegate under his own responsibility the present proxy to another representative and, in general, do whatever seems appropriate or useful; and
(e) agree or amend the form, terms and conditions of, to certify any and all documents as certified true copies and to make, sign, execute and do, and all such deeds, instruments, share registers, agreements, applications, forms, declarations, confirmations, notices, acknowledgements, letters, certificates, minutes, powers-of-attorney, general assignments, and any other documents relating to and required or desirable to implement the Transactions promising ratification.
7. Termination. This Agreement and the obligations of the parties hereunder shall automatically terminate upon the earliest to occur of (a) the termination of the BCA in accordance with its terms, (b) as to any Company Shareholder, the time of any modification, amendment or waiver of the BCA without such Company Shareholders prior written consent that decreases or changes the form of the Aggregate Exchange Consideration payable to Company Shareholders, and (c) the effective date of a written agreement of the parties hereto terminating this Agreement (the time of termination pursuant to this Section 7, whether pursuant to subsection (a), (b), or (c), herein referred to as the Termination Time). Upon termination of this Agreement, neither party shall have any further obligations or liabilities under this Agreement; provided, however, that nothing in this Section 7 shall relieve any party of liability for any breach of this Agreement occurring prior to termination.
(a) Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by email or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 7(a):
if to the Company:
Wallbox Chargers, S.L.
Carrer del Foc, 68
Barcelona, Spain 08038
Attention: Enric Asuncion Sousa