Action on Completion. On Completion, Glantus will deliver to Bidco:
(a) a copy of the resolutions of the Glantus Board (or a duly authorised committee of the Glantus Board) referred to in Clause 9.2;
(b) letters of resignation from the directors of Glantus in accordance with Clause 9.2(b) (each such letter containing an acknowledgement that such resignation is without any claim or right of action of any nature whatsoever outstanding against Glantus or any member of the Glantus Group or any of their officers or employees for breach of contract, compensation for loss of office, redundancy or unfair dismissal or on any other grounds whatsoever in respect of the termination of office);
(c) where the Acquisition is implemented by way of a Scheme, a copy of the register of members of Glantus certified by the registrar of Glantus as at the time immediately prior to the Effective Time;
(d) an executed payoff letter in a customary form for the Group Debt which payoff letter shall provide for (i) the settlement in full of the indebtedness outstanding under the Group Debt; and (ii) the termination or release of all security interests or liens securing such indebtedness, in each case, effective no later than, and subject to the occurrence of, receipt of the payoff amount specified in the payoff letter;
(e) evidence satisfactory to Bidco that: (i) all outstanding indebtedness relating to the Group Debt has been irrevocably repaid or prepaid in full; and (ii) all security interests or liens securing such indebtedness have been fully and unconditionally released and discharged;
(f) where the Acquisition is implemented by way of a Scheme, Glantus shall cause a copy of the Court Order to be delivered to the Companies Registration Office; and
(g) Irish tax reference numbers for the purposes of the Stamp Duty (E-stamping of Instruments and Self-Assessment) Regulations 2012 of any Glantus Shareholder and Glantus Optionholder which have been provided to or are in Glantus’ possession prior to Completion (which Glantus shall provide to Bidco on an “as is” basis).
Action on Completion. (a) On Completion, IFG shall deliver to Bidco:
(i) a certified copy of the resolutions of the IFG Board referred to in Clause 8.2;
(ii) letters of resignation from the directors of IFG in accordance with Clause 8.2(b) (each such letter containing an acknowledgement that such resignation is without any claim or right of action of any nature whatsoever outstanding against IFG or any member of the IFG Group or any of their officers or employees for breach of contract, compensation for loss of office, redundancy or unfair dismissal or on any other grounds whatsoever in respect of the termination of office); and
(iii) a copy of the register of members certified by the registrar of IFG, together with a share certificate in respect of the aggregate number of shares in the capital of IFG to be issued to Bidco (and/or its nominees) in accordance with the Scheme.
Action on Completion. (a) On Completion, INM shall deliver to Mediahuis:
(i) a certified copy of the resolutions of the INM Board referred to in Clause 8.2;
(ii) letters of resignation from the directors of INM in accordance with Clause 8.2(b) (each such letter containing an acknowledgement that such resignation is without any claim or right of action of any nature whatsoever outstanding against INM or any member of the INM Group or any of their officers or employees for breach of contract, compensation for loss of office, redundancy or unfair dismissal or on any other grounds whatsoever in respect of the termination of office); and
(iii) a copy of the register of members certified by the registrar of INM, together with a share certificate in respect of the aggregate number of shares in the capital of INM to be issued to Mediahuis (and/or its nominees) in accordance with the Scheme.
(b) Where the Acquisition is implemented by way of a Scheme, INM shall cause a copy of the Court Order and a copy of the minute required by Section 86 of the Act to be filed with the Companies Registration Office and obtain from the Registrar of Companies a Certificate of Registration in relation to the reduction of share capital involved in the Scheme.
Action on Completion. (a) On Completion, Target shall deliver to Zoetis:
(i) a certified copy of the resolutions of the Target Board referred to in Clause 8.2;
(ii) letters of resignation from the directors that are removed from Target in accordance with Clause 8.2(b) (each such letter containing an acknowledgement that such resignation is without any claim or right of action of any nature whatsoever outstanding against Target or any member of the Target Group or any of their officers or employees for breach of contract, compensation for loss of office, redundancy or unfair dismissal or on any other grounds whatsoever in respect of the removal); and
(iii) a copy of the register of members certified by the registrar of Target, together with a share certificate in respect of the aggregate number of shares in the capital of Target to be issued to Zoetis and/or Zoetis Bidco (and/or its nominees) in accordance with the Scheme.
Action on Completion. On Completion or, in the case of Clause 9.3(c), as soon as possible following stamping, Yew Grove will deliver to Bidco:
(a) a certified copy of the resolutions of the Yew Grove Board (or a duly authorised committee of the Yew Grove Board) referred to in clause 9.2;
(b) letters of resignation from the directors of Yew Grove from the office of director (but not, for the avoidance of doubt, from any executive positions held in Yew Grove) in accordance with clause 9.2(b) (each such letter containing an acknowledgement that such resignation is without any claim or right of action of any nature whatsoever outstanding against Yew Grove or any member of the Yew Grove Group or any of their officers or employees for breach of contract, compensation for loss of office, redundancy or unfair dismissal or on any other grounds whatsoever in respect of the termination of office);
(c) where the Acquisition is implemented by way of a Scheme, subject to payment by Bidco of all applicable stamp duty in respect of the transfer of Yew Grove Shares pursuant to the Scheme, a copy of the register of members of Yew Grove certified by the registrar of Yew Grove, together with a share certificate in respect of the aggregate number of shares in the capital of Yew Grove transferred to Bidco (and/or its nominees) in accordance with the Scheme; and
(d) where the Acquisition is implemented by way of a Scheme, Yew Grove shall cause a copy of the Court Order and the minute required by Section 86 of the Act in respect of the Reduction of Capital to be filed with the Companies Registration Office.
