Article 2
Blokker is ordered: (a) to transfer the following assets, rights and obligations to its wholly owned subsidiary Speelhoorn BV: (i) all of Blokker's rights and obligations pursuant to the Franchise Agreement dated 3 February 1997, between Blokker and Toys 'R` Us, (ii) all of Blokker's rights and obligations pursuant to the Marketing Subsidy Agreement of 3 February 1997 between Blokker and Toys 'R` Us; and (iii) all the assets acquired by Blokker pursuant to the Asset Purchase Agreement of 3 February 1997 between Blokker and Toys 'R` Us. This transfer must be implemented as soon as practical after the notification to Blokker of this Decision and in any event no later than the date on which Blokker enters into a binding letter of intent with a third party on the sale of a majority shareholding in Speelhoorn BV; (b) to divest itself of at least 80 % of the total share capital of Speelhoorn BV in the following way. Up to 20 % of the total share capital of Speelhoorn BV shall be transferred to Toys 'R` Us. At least 60 % of the total share capital of Speelhoorn BV shall be transferred to a third party. The third party shall be given the possibility to purchase the total share capital of Speelhoorn BV or at least the 80 % held by Blokker. The third party must be an independent undertaking unconnected to the Blokker group and must be able to maintain and develop Speelhoorn BV as a viable and active competitive force in the market for specialised toy retailing. Blokker may hold one seat on the management board of Speelhoorn BV on condition that the third party has at least three seats and Toys 'R` Us has one seat. Blokker may hold the seat no longer than for a period of [. . .] years, following the transfer of a majority shareholding to a third party [. . .]; (c) to appoint a banker with recognised experience in the sale of undertakings to act on its behalf to sell a majority shareholding in Speelhoorn BV, if it has not entered into a binding letter of intent on the sale of a majority shareholding in Speelhoorn BV by [. . .]; (d) to provide to the Commission written reports on a monthly basis concerning the relevant developments in its or the banker's negotiations with third parties concerning the transfer of a majority shareholding in Speelhoorn BV; (e) to obtain the approval of the Commission before entering into a binding letter of intent with such a third party. In a request for approval, evidence that the third party satisfies the requirements set out in (b) must be produced in order to put the Commission in a position to assess the choice of a third party. If the Commission does not either formally indicate its disagreement with the choice of the third party or require further evidence that the third party satisfies the requirements set out in (b) within two weeks after submission of the request, the transfer of the share capital to a third party shall be free to proceed.