At Completion the Buyer shall. (a) deliver to the Seller a copy of the resolutions of the board of directors of the Buyer authorising the execution and performance by the Buyer of its obligations under this Agreement;
(b) deliver to the Seller a counterpart of the Transitional Services Agreement signed by the Buyer; and
(c) maintain the employment of all employees of the Company and the Russian Branch, providing for at least the same compensation level as provided currently by Seller and maintaining all titles and positions.
At Completion the Buyer shall. 4.4.1 pay the Purchase Price by telegraphic transfer to the Seller’s Solicitors (who are irrevocably authorised to receive the same) and otherwise in accordance with clause 3.1. Payment made in accordance with this clause shall constitute a valid discharge of the Buyer’s obligations under clause 3.1;
4.4.2 deliver a certified copy of the resolution(s) passed by the shareholders of the Buyer authorising the Transaction; and
4.4.3 deliver a certified copy of the resolution adopted by the board of directors of the Buyer authorising the Transaction and the execution and delivery by the officers specified in the resolution of this Agreement, and any other documents referred to in this Agreement as being required to be delivered by it
At Completion the Buyer shall. (a) pay the Cash Consideration in cleared funds to the Sellers' Solicitors Account (who are irrevocably authorised to receive the Cash Consideration) .
(b) deliver a certified copy of the resolution adopted by the board of directors of the Buyer authorising the Transaction.
(c) deliver a certified copy of the resolution adopted by the board of directors of the Issuer authorising that part of the Transaction concerning the allotment and issue of the Deferred Consideration Shares and the Contingent Consideration Shares and entering into the guarantee obligations under this Agreement;
(d) Allot the Initial Notes to the Sellers in the proportions set opposite their names in Schedule 9 and deliver to the Sellers certificates for the Initial Notes;
(e) Deliver a copy of resolutions adopted by the board of directors of the Buyer authorising the creation of the Initial Notes;
(f) deliver to the Sellers the duly executed Loan Note.
At Completion the Buyer shall. 4.3.1 pay the Initial Cash Payment to the Seller by way of telegraphic transfer to the following account: Boodle Xxxxxxxx LLP Client Account, Xxxxxx & Co, account number 00000000, sort code: 18-00-02; and
4.3.2 issue the Loan Notes to the Seller.
At Completion the Buyer shall. (a) deliver a certified copy of the statutory required documentation to allot shares to the Sellers and copies of all resolutions passed by the shareholders of the Buyer and the directors authorising the allotment;
(b) procure the delivery to the Sellers of share certificates for Consideration Shares (in accordance with their respective entitlements hereunder), on the basis that the share certificates so delivered shall be marked "restricted" (or in such other terms as shall indicate that the relevant Seller is restricted in carrying out any disposal of his consideration Shares in the period of twelve (12) months following Completion;
(c) deliver to Xx Xxxxxxxx and to Xx Xxxxxx copies of their Service Agreements, duly executed by the Company;
(d) enter into the Lease on terms to be agreed between the parties;
(e) enter into a shareholders' agreement with the remaining shareholders of the Company on terms to be agreed between the parties; and
(f) deliver a certified copy of the resolutions of the shareholders and the directors authorising the transaction and execution of this agreement.
At Completion the Buyer shall. 6.3.1 pay the Purchase Price and the Inter-Company Debt by telegraphic transfer to the Seller OR Seller’s Solicitors (who are irrevocably authorised to receive the same) and otherwise in accordance with clauses 3.1 and 4.
At Completion the Buyer shall. (a) pay the Purchase Price, together with VAT (if applicable);
(b) execute all documents delivered by the Seller that require execution by the Buyer;
(c) make such arrangements as it sees fit for collecting any of the Assets;
(d) deliver to the Seller a certified copy of the resolution adopted by the board of directors of the Buyer authorising the execution and delivery by the officers specified in the resolution of this agreement, and any other documents referred to in this agreement as being required to be delivered by it.
At Completion the Buyer shall. 4.3.1 pay the sum of £750,000 in cash (being that part of the Initial Consideration which the parties agree is to be payable in cash on Completion) by telegraphic bank transfer to the Sellers’ Solicitors (who are irrevocably authorised to receive the same), and also procure that the sum of £50,000 (being the Retention Amount) is deposited in the Retention Account;
4.3.2 procure the sum of £100,000 (being the Escrow Amount) is deposited in the Escrow Account;
4.3.3 deliver a certified copy of the resolution of the board of directors of the Buyer authorising the transaction, and the execution and delivery by the officers specified in such resolution, of this agreement, together with any other documents referred to in this agreement as being required to be delivered by the Buyer.
At Completion the Buyer shall. 4.5.1 pay the Consideration for the Shares (less the Escrow Amount) by way of telegraphic transfer of funds to such account(s) as the Seller shall have specified in writing to the Buyer;
4.5.2 pay the Escrow Amount to the Seller's Solicitors;
4.5.3 deliver or procure the delivery to the Seller of a copy of a resolution of the Buyer's board of directors, in either case certified by a director or the secretary of the Buyer, authorising the execution by each person executing a document on the Buyer's behalf, and the performance by the Buyer of this Agreement, and all documents ancillary to it and in agreed form;
4.5.4 deliver or procure the delivery to the Seller of a counterpart of the Tax Deed duly executed by the Buyer; and
4.5.5 deliver or procure the delivery to the Seller of a counterpart of the Escrow Agreement duly executed by the Buyer.
At Completion the Buyer shall. (a) deliver a copy of the resolution passed by the shareholders of the Buyer to approve the purchase of the Sale Shares pursuant to this Agreement; and
(b) deliver a copy of the minutes of a meeting of the board of directors of the Buyer authorizing the execution by the Buyer of this Agreement and all other documents ancillary to it or the transactions contemplated in this Agreement, and appointing the relevant signatory or signatories to execute this Agreement and any such other documents on its behalf.
