Par Investment Partners Owns More Than A Third Of Trivago N.v.

Page 11 of 20 – SEC Filing

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described in this Section 1.2), and (ii) deliver to the Purchaser all other documents and instruments necessary to vest in the Purchaser all of such Sellers right, title and
interest in and to such Shares, free and clear of all Liens, and (b) the Purchaser shall deliver to each Seller the applicable portion of the Purchase Price by wire transfer of immediately available funds to an account designated by the
applicable Seller.

Section 1.3 Conditions to Closing.

(a)

Each of the representations and warranties of each of the Sellers set forth in Article II shall be true and correct in all respects on and as of the Closing Date.

(b)

Each of the representations and warranties of the Purchaser set forth in Article III shall be true and correct in all respects on and as of the Closing Date.

(c) (i)

There shall be no threatened or pending action by or before any governmental authority or arbitrator seeking to restrain, prohibit or invalidate the transactions contemplated hereby or seeking monetary relief against the Purchaser or either of the Sellers by reason of the consummation of such transactions, and there shall not be in effect any injunction, order or decree which has such effect, and (ii) there shall have been no applicable Law adopted that makes consummation of the Transaction illegal, restrained or prohibited.

(d)

The Company shall not have received a delisting notification from The Nasdaq Stock Market LLC with respect to the ADSs representing the Class A Shares;

(e)

The Company and the Purchaser shall have entered into an agreement (the Cooperation Agreement) pursuant to which (A) the Purchaser acknowledges that the books and records of the depositary for the ADSs may identify the ADSs representing the Shares as restricted and contain a stop-transfer notation and legend evidencing the fact that the Shares were transferred to the Purchaser in a transaction that did not require registration under the Securities Act, and (B) the Company agrees to cause the Shares to be represented by unrestricted ADSs that are freely transferable (and, for the avoidance of doubt, to remove such stop-transfer notation and legend to cause the ADSs representing the Shares to be freely transferable), effective (x) in connection with a sale of such Shares by the Purchaser, promptly on request of the Purchaser after a holding period of six months following the Closing Date has elapsed or (y) promptly after a holding period of one year following the Closing Date has elapsed, in each of (x) and (y) provided that the Purchaser makes the representations and provides such additional cooperation as is required under the terms of the Cooperation Agreement.

(f)

The Company shall have entered into a restricted ADS facility with Deutsche Bank Trust Company Americas, as depositary, for the purpose of accepting the deposit of the Shares (the Restricted ADS Facility).

(g)

The Company shall have delivered a no registration opinion of Cleary Gottlieb Steen & Hamilton LLP addressed to the Purchaser with customary assumptions and qualifications to the effect that the sale of the Shares pursuant to this Agreement does not require registration under the Securities Act.

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