At Completion all (but not some only, unless the Subscriber so agrees) of the following business shall be transacted:
(a) the Issuer shall issue the Subscription Shares to the Subscriber (or its nominee) free and clear of all Encumbrances and credited as fully paid on terms that they rank pari passu in all respects with the existing issued Shares (including the right to rank in full for all distributions declared, paid or made by the Issuer after the Completion Date) and shall promptly thereafter register (or procure the share registrar to register) the Subscriber as a registered shareholder of the Issuer in respect of the Subscription Shares in the branch register of members of the Issuer maintained by Computershare;
(b) the Issuer shall deliver to the Subscriber, each in form and substance to the reasonable satisfaction of the Subscriber:
(i) a certified true copy of the Board resolutions approving and/or ratifying the matters below:
(A) approving the terms of, and the transactions contemplated by, this Agreement and resolving that the Issuer executes this Agreement;
(B) authorising a specified person or persons to execute this Agreement on the Issuer’s behalf;
(C) authorising a specified person or persons, on behalf of the Issuer, to sign, execute and/or despatch all documents and notices to be signed, executed and/or despatched by it under or in connection with this Agreement; and
(D) a specimen of the signature of each person authorised by the resolution referred to in Clause 4.3(b)(i)(B) above;
(ii) the original definitive share certificates in respect of the Subscription Shares in the name of the Subscriber (or its nominee);
(iii) a certified true copy of the confirmation letter issued by Computershare confirming that the Subscriber (or its nominee) is the registered holder of the Subscription Shares;
(iv) a copy of the approval from the HKSE for the listing of, and permission to deal in, all the Subscription Shares; and
(v) a closing certificate, dated as at the Completion Date and addressed to the Subscriber from the Issuer, executed by a Director (or another duly authorised signatory) and substantially in the form set out in Schedule 2, and attaching thereto as exhibits all supporting documents, showing such fulfilment.
At Completion. (a) the Sellers shall observe and perform the provisions of Part 1 of Schedule 6; and
(b) the Purchaser shall observe and perform the provisions of Part 2 of Schedule 6.
At Completion. 5.2.1 Transferor shall deliver, or procure the delivery, to Transferee of the following:-
5.2.1.1 duly executed instruments of transfer of the Sale Shares, duly completed by Transferor and stamped in favour of Transferee together with the Share Certificates for the Sale Shares in the name of the Seller;
5.2.1.2 duly signed letters of resignation of the directors and officers of the Company in the agreed form dated as of the Closing Date and addressed to the Company and the Transferee, such resignations to include an acknowledgement that such director or officer does not have a claim against the Company for breach of contract, compensation for loss of office, redundancy or unfair dismissal or any other account whatsoever and that no agreement or arrangement is outstanding between the Company and such director or officer under which the Company has or could have any obligation to any such director or officer;
5.2.1.3 a certificate of goodstanding in respect of the Company dated no more than 2 Business Days prior to the Closing Date issued by the Xxxxxxxx Islands Registry;
5.2.1.4 a certified true extract from the minutes of a duly held meeting of the directors of the Transferor evidencing the authorisation of the execution by the Transferor of this Agreement and the other documents which it is to execute pursuant to this Agreement;
5.2.1. 5 each register, minute book and other book required by law to be kept by the Company made up to but not including the Closing Date and each certificate of incorporation and certificate(s) of incorporation on change of name for the Company;
5.2.1.6 all books, records, tax records, journals, ledgers, accounts, agreements and other documents (including, in the case of those kept or maintained on computer or otherwise electronically, such printouts, disks, tapes and other copies as the Transferee may require acting reasonably) of the Company which are in the Company’s possession together with such information and things as the Transferee will need to access any of the foregoing;
5.2.1.7 the originals of the Shipbuilding Contract;
5.2.1.8 a deed of confirmation from the Transferor (for itself and as agent for each member of the Transferor’s Group) to the Company in the agreed form confirming that the Company has no indebtedness or liability to the Transferor or any member of the Transferor’s Group;
5.2.1.9 the Buyer’s Representative Agreement duly executed by, or on behalf of, Scorpio Ship Management XXX and the Company;
5.2.1....
At Completion. (a) the Purchaser shall pay to the Seller by way of electronic transfer (for same day value) to the Seller’s Account an amount equal to £1.00 in payment of the Seller Consideration;
(b) the Purchaser shall procure that the relevant Target Companies pay to the Seller by way of electronic transfer (for same day value) to the Seller’s Account an aggregate amount equal to the Net Equity Value less £1.00 in full repayment of the Shareholder Loan Amount or the Adjusted Shareholder Loan Amount (as the case may be) (net of any withholding or deduction required by law but subject always to clauses 5.12 to 5.17)(the “Shareholder Loan Repayment Amount”), and:
(i) the Seller hereby agrees and undertakes to the Purchaser and AMC to apply (from the Shareholder Loan Repayment Amount received under clause 6.2(b)) an amount equal to the Equity Amount by way of subscription for the issue of the Consideration Shares; and
(ii) AMC shall deliver evidence, in form and substance reasonably satisfactory to the Seller, (A) of the issuance to the Seller of the Consideration Shares; and (B) that the Consideration Shares have been authorized for listing on NYSE, subject to official notice of issuance; provided, however that notwithstanding the foregoing, if the number of Consideration Shares to be delivered at Completion would require AMC to obtain stockholder approval prior to such issuance under applicable rules of the NYSE, then the number of Consideration Shares AMC is required to issue shall be reduced to the highest number that would not require AMC to obtain stockholder approval for issuance (the “Delivered Shares”) and AMC shall deliver to the Seller an amount of cash equal to the product of (A) the difference between the number of Consideration Shares that would otherwise be required to be delivered at Completion were it not for this proviso and the Delivered Shares and (B) the sterling denominated VWAP of the Class A Common Stock over the twenty (20) consecutive trading days prior to the Completion Statement Date, with the VWAP converted from US dollars to sterling using the exchange rate on each of those twenty (20) consecutive trading days as published in the London Financial Times, and the parties agree that the Shareholder Loan Repayment Amount and the amount payable by the Seller to AMC under this clause 6.2(b)(i) shall be netted off against the other such that the Purchaser shall only be required to procure that the net amount (that is, the Shareholder Loan Repayment ...
At Completion. 1. The Purchaser shall pay to the Seller the Initial Purchase Consideration (after setting off the Advance amount already paid to the Seller) by wire transfer into the following bank account: Name of Beneficiary: Xx. Xxxxx Xxxxxxxx Bank: Axis Bank Ltd Branch: Vasant Vihar, New Delhi Account No : 473010100001458 IFSC: UTIB0000473
2. The Seller shall transfer and deliver to the Purchaser the Purchase Shares, however the Seller shall have a lien on Purchase Shares equivalent to the Deferred Consideration till such time that the Purchaser makes the full and final payment of the entire Purchase Consideration including the Deferred Consideration;
3. The Register of transfer of shares/members of the Company and other statutory records of the Company shall be amended to reflect the Purchaser as the legal and beneficial owner of the Purchase Shares;
4. At the meeting of the Board of the Company, the requisite resolutions shall be passed by the Board of the Company approving the following matters:
(i) transfer of the Purchase Shares by the Seller to the Purchaser.
(ii) appointment of one (1) Director nominated by the Purchaser on the Board of the Company.
(iii) amendment of the restated Articles of Association of the Company subject to the approval by the shareholders of the Company through a special resolution.
(iv) convening on a shorter notice an extraordinary general meeting of the Company to approve the restated Articles of Association.
5. Notwithstanding anything to the contrary contained herein, the Seller and NT shall ensure that at the meeting of the Board of the Operating Company, the requisite resolutions shall be passed by the Board of the Operating Company approving the following matters:
(i) appointment of one (1) Director nominated by the Purchaser on the board of directors of the Operating Company;
(ii) amendment of the restated Articles of Association of the Operating Company subject to the approval by the shareholders of the Operating Company through a special resolution; and
(iii) convening on a shorter notice an extraordinary general meeting of the Operating Company to approve the restated Articles of Association of the Operating Company.
6. A Shareholder meeting of the Company shall be convened at shorter notice at which Shareholder meeting, the Articles of Association in the form approved in writing by the Purchaser shall be adopted by the Shareholders of the Company and any other actions requiring the approval of the Shareholders of the Compan...
At Completion the Buyer shall or at such time as the name change is effected:
(a) pay the Seller the Purchase Price; and
(b) deliver to the Seller a duly executed instrument of transfer in respect of the Transfer Membership Interests.
At Completion the Seller shall deliver to or to the order of the Buyer or at such time as the name change is effected:
(a) a duly executed instrument of transfer in respect of the Transfer Membership Interests completed in favor of the Buyer (or as it may direct);
(b) all Membership Interests certificates in respect of the Transfer Membership Interests;
(c) all powers of attorney or other authorities (if any) under which the instrument of transfer in relation to the Transfer Membership Interests have been executed, together with such other documents as may be required to give a good title to the Transfer Membership Interests and to enable the Buyer or its nominees to become the registered holder of them; and
(d) such other documents as the Buyer may reasonably request.
(e) Notwithstanding the above mentioned ,both parties agree that the registration of equity change is not a necessary condition for the completion of the delivery. The seller agrees that from the date of signing this agreement, the ownership of the company and its corresponding dividend rights, income rights and beneficial interests belong to the Buyer. The Buyer is hereby granted the Seller, for the benefit of the Buyer and its successor, to hold, administer the Transferred Membership Interests and any dividends, interests, rights or benefits derived from or will be derived from such Transferred Membership Interests .The Seller agrees that if the Buyer intends to become an obvious Membership Interests holder,the Seller agrees to unconditionally cooperate with the Buyer to proceed the registration to related authority once the demand in writing has been issued to the Seller.
At Completion. (a) the Sellers shall do or procure to be done those things set out in Part 1 of the schedule headed “Completion”; and
(b) the Purchaser shall do or procure to be done those things set out in Part 2 of that schedule.
At Completion. (a) the Transferor shall deliver to the Transferee or procure the delivery to the Transferee of:
(i) an instrument of transfer of all of the Shares into the name of the Transferee, duly executed by the Transferor; and
(b) the Transferee shall:
(i) pay or cause to be paid the Transfer Price along with the Reimbursement to the Transferor’s Bank Account by way of electronic transfer in immediately available funds; and
(ii) deliver to the Transferor or procure the delivery to the Transferor of (A) a copy of an instruction letter to the Company’s fund service agent duly executed by the Company to effect the transfer of the Shares and registration, in the register of members, of the Transferee as the holder of the Shares and issuance of share certificates in the name of the Transferee; and (B) a copy of a board resolution of the Transferee approving the Transaction and the execution by the Transferee of this Agreement;
