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.
Appears in 4 contracts
Samples: Subscription Agreement, Subscription Agreement, Subscription Agreement
At Completion. all (but not some only, unless the Subscriber so agrees) of the following business shall be transacted:
(a) each Seller shall release their stock transfer form(s) and transfer the Issuer shall issue the Subscription Sale 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 ComputershareUM;
(b) the Issuer shall deliver to the Subscriber, each in form and substance to the reasonable satisfaction a meeting of the Subscriberboard of directors of the Company shall be held and board minutes shall be approved and signed by the chairman of the meeting (or written resolutions of the board of directors of the Company shall be entered into by each director) pursuant to which the Company shall:
(i) a certified true copy ratify the terms of the Board resolutions approving and/or ratifying Company Resolutions and the matters belowNew Articles and the circulation of these to the Sellers;
(ii) ratify the terms of and entry into this Agreement;
(iii) approve the terms of and entry into each of the documents to be entered into by the Company which are referred to herein as being in agreed form;
(iv) subject to receipt of the stock transfer forms in relation to the Sale Shares duly stamped and (where appropriate) adjudicated:
(A) approving register the terms of, transfer of the Sale Shares from the Sellers to UM;
(B) cancel the share certificates held by the Sellers in respect of the Sale Shares; and
(C) execute and deliver share certificate(s) to UM for the transactions contemplated by, this Agreement Sale Shares;
(v) approve the resignation of the Resigning Directors as directors of the Company;
(vi) approve the form of and resolving that entry into the Issuer executes Director Deed of Indemnity with each New Director;
(vii) approve the appointment of the New Directors as directors of the Company;
(viii) amend the accounting reference date to 31 December; and
(ix) pass any such other resolutions as may be required to carry out the obligations of the Company under this Agreement;
(Bc) authorising a specified person meeting of the Board shall be held and board minutes shall be approved and signed by the chairman of the meeting (or persons written resolutions of the Board shall be entered into by each director) pursuant to execute this Agreement on the Issuer’s behalf;which UM shall:
(Ci) authorising a specified person or persons, on behalf ratify the terms of the Issuer, UM Resolutions and the circulation of these to sign, execute and/or despatch all documents and notices the shareholders of UM eligible 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) abovevote on each;
(ii) ratify the original definitive share certificates in respect terms of and entry into this Agreement and the Disclosure Letter;
(x) approve the terms of and entry into this Agreement and each of the Subscription Shares documents to be entered into by UM which are referred to herein as being in the name of the Subscriber (or its nominee)agreed form;
(iii) a certified true copy issue the UM Shares credited as fully paid to each 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 Sellers in the form numbers set out in column (5) of the table in Schedule 21, and attaching thereto as exhibits all supporting documentsenter the name of each of such Sellers in the register of members (and, showing such fulfilment.in the case of a Seller who is already a shareholder of UM, make an additional entry next to their name in the register of members);
Appears in 2 contracts
Samples: Contribution Agreement (Centessa Pharmaceuticals LTD), Contribution Agreement (Centessa Pharmaceuticals LTD)
At Completion. all (but not some only, unless the Subscriber so agrees) of the following business shall be transacted:
(a) the Issuer Vendor shall issue the Subscription Shares deliver or cause to be delivered to the Subscriber Purchaser (or its nominee) free and clear of all Encumbrances and credited as fully paid on terms that they rank pari passu the Purchaser may direct 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 writing not later than three Business Days before the Completion DateDate):-
(i) and shall promptly thereafter register (or procure the share registrar to registerinstrument(s) the Subscriber as a registered shareholder of the Issuer transfer in respect of the Subscription Sale Shares duly executed by or on behalf of the Vendor (as the registered holder and transferor of the Sale Shares) in favour of the Purchaser and such other documents (if any) as may be required to give a good title to the Sale Share and to enable the Purchaser to become the registered holder(s) thereof;
(ii) share certificate(s) in respect of the Sale Shares;
(iii) certified true copy of the resolutions or certified extract of resolutions passed by the board of directors of the Vendor and the Vendor’s Guarantor authorizing the execution of, and the performance by the Vendor and the Vendor’s Guarantor of their obligations under, this Agreement;
(iv) written resignation of the directors and company secretary(ies) of Main Union and the PRC Affiliate, in the branch register agreed form, and in each case acknowledging that they have no outstanding claims whether for compensation for loss of members office or on any other grounds against Main Union and the PRC Affiliate;
(v) the statutory books (which shall be written up to but not including the Completion Date), certificate of incorporation, certificate of incorporation on change of name (if any), certificate of business registration, approval certificate, business license, constitution documents including memorandum and articles of association, and common seal (if any) and company chops (if any) of both Main Union and the Issuer maintained PRC Affiliate;
(vi) all Books and Records of Main Union and the PRC Affiliate;
(vii) certificate for state-owned land use rights ( ) and certificate of building ownership ( ) relating to the Owned Properties and all documents evidencing title and in the Related Property (except for building 3 located at Xx. 000 Xxxxxxx Xxxx, Xxxx Xxxx Xxxxxxx, Shanghai, PRC);
(viii) all the current cheque books of Main Union and the PRC Affiliate together with currently available statements of all bank accounts held by Computershare;both Main Union and the PRC Affiliate; and
(ix) Confirmation jointly issued by the Vendor and the Vendor’s Guarantor confirming the extinguishment of all inter-company debts referred to in Clause 3.1 (l) (ii) and 4.3 and / or other relevant evidence as may be required by the Purchaser.
(b) the Issuer Vendor and the Vendor’s Guarantor shall deliver to the Subscribereach pass resolutions at or before Completion, each in form and substance to the reasonable satisfaction of the Subscriber:under which:-
(i) a certified true copy the transfer of the Board resolutions approving and/or ratifying Sale Shares to the matters below:
(A) approving the terms ofPurchaser, and the transactions contemplated byregistration of the Purchaser as the holder of the Sale Shares shall be approved, this Agreement and resolving that the Issuer executes execution, delivery, and performance of this Agreement;
(B) authorising a specified person or persons to execute this Agreement on , the Issuer’s behalf;
(C) authorising a specified person or personsFramework Agreement, on behalf of and the Issuer, to sign, execute and/or despatch all documents Basic Documents shall be approved 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) aboveratified;
(ii) the original definitive share certificates resignations of each of the directors and company secretary(ies) of Main Union and the PRC Affiliate with effect from the Completion Date shall be approved and accepted;
(iii) the persons nominated by the Purchaser in writing not less than three Business Days prior to the Completion Date shall be appointed as directors and the secretary of Main Union and the PRC Affiliate;
(iv) the revocation or variation of the existing signing authorities in respect of the Subscription Shares operation of the bank accounts held by both Main Union and the PRC Affiliate (in the name manner the Purchaser shall have requested, provided that the Purchaser has given written notice to the Vendor of its request not less than three Business Days prior to the Completion Date and the Purchaser has provided all reasonable assistance to the Vendor to effect the same) shall be approved; and
(v) the execution, delivery and performance of the Subscriber Shareholders’ Agreement and Option Agreement shall be approved;
(c) the Vendor shall procure board resolutions of Main Union to be passed at or before Completion, under which:-
(i) the resignations of each of the directors of Main Union with effect from the Completion Date shall be approved or noted;
(ii) the persons nominated by the Purchaser in writing not less than three Business Days prior to the Completion Date shall be appointed as directors of Main Union;
(iii) the revocation or variation of the existing signing authorities in respect of the operation of the bank accounts of Main Union (in the manner the Purchaser shall have requested, provided that the Purchaser has given written notice to the Vendor of its nomineerequest not less than three Business Days prior to the Completion Date and the Purchaser has provided all reasonable assistance to the Vendor to effect the same); and
(iv) the execution, delivery and performance of the Shareholders’ Agreement, Option Agreement, Intellectual Property License Agreement, Intercompany Agreement, and Mutual Distributorship Agreement shall be approved;
(d) the Vendor shall procure board resolutions of the PRC Affiliate to be passed at or before Completion, under which:-
(i) the resignations of each of the directors of the PRC Affiliate with effect from the Completion Date shall be approved or noted;
(ii) the persons nominated by the Purchaser in writing not less than three Business Days prior to the Completion Date shall be appointed as directors of the PRC Affiliate;
(iii) the revocation or variation of the existing signing authorities in respect of the operation of the bank accounts of the PRC Affiliate (in the manner the Purchaser shall have requested, provided that the Purchaser has given written notice to the Vendor of its request not less than three Business Days prior to the Completion Date and the Purchaser has provided all reasonable assistance to the Vendor to effect the same) shall be approved; and
(iv) the execution, delivery and performance of the Supply Agreement, Local Site Services Agreement, Intercompany Agreement, and Technical Services Agreement shall be approved;
(e) the Vendor’s Guarantor shall procure board resolutions of Grace Fabric to be passed at or before Completion, under which Grace Fabric shall approve the execution, delivery, and performance of the Supply Agreement and Local Site Services Agreement shall be approved;
(f) the Vendor shall deliver to the Purchaser:
(i) executed copies of the Basic Documents;
(ii) a legal opinion in an agreed form addressed to the Purchaser and issued by a British Virgin Islands law firm as to (i) the due incorporation of the Vendor, (ii) the due execution of this Agreement by the Vendor, and (iii) the due authorization of this Agreement by the Vendor, and due authorization by the Vendor of the sale and purchase contemplated hereunder;
(iii) a certified true copy legal opinion in an agreed form addressed to the Purchaser and issued by a Cayman Islands law firm as to (i) the due incorporation of the confirmation letter issued Vendor’s Guarantor, (ii) the due execution of this Agreement by Computershare confirming that the Subscriber Vendor’s Guarantor, and (or its nomineeiii) is the registered holder due authorization of this Agreement by the Subscription SharesVendor’s Guarantor;
(iv) a copy legal opinion in an agreed form addressed to the Purchaser and issued by a Hong Kong law firm as to inter-alia, the fact that (i) Main Union is duly incorporated and in good standing in Hong Kong, (ii) the Sale Shares have been duly authorized, validly issued, and are fully paid and represent seventy percent (70%) of the approval from entire authorized capital stock of Main Union, (iii) Main Union has the HKSE for the listing ofrequisite corporate power and authority to own, lease, and permission operate its property and carry on its business as presently conducted, subject to deal inthe charges, all liens, and encumbrances (if any) disclosed in the Subscription Disclosure Letter, (iv) no consent is required from any Governmental Authority with respect to the issuance or sale of the Sale Shares, (v) there are no outstanding options or warrants to purchase stock of Main Union, and (vi) the sale of the Sale Shares will not violate Main Union’s Memorandum and Articles of Association or any applicable laws, or breach any Contract to which the Vendor or Main Union is a party; and
(v) a closing certificate, dated as at the Completion Date and legal opinion in an agreed form addressed to the Subscriber from the Issuer, executed Purchaser and issued by a Director PRC law firm as to the fact that, inter-alia, (or another i) the PRC Affiliate is duly authorised signatory) has been incorporated and substantially in good standing in the form set out in Schedule 2PRC, (ii) the PRC Affiliate has the requisite corporate power and authority to own, lease, and attaching thereto operate its property and carry on its business as exhibits all supporting documentspresently conducted, showing subject to the charges, liens, and encumbrances (if any) disclosed in the Disclosure Letter, (iii) the registered capital of the PRC Affiliate held by Main Union has been duly authorized, validly issued, and is fully paid and represents the entire authorized capital stock of the PRC Affiliate, and (iv) there are no outstanding options or warrants to purchase stock of the PRC Affiliate;
(g) the Purchaser shall deliver to the Vendor:
(i) executed copies of the Basic Documents; and
(ii) a legal opinion in an agreed form addressed to the Vendor and issued by a Cayman Islands law firm as to (A) the due incorporation of the Purchaser, (B) the due execution of this Agreement by the Purchaser, and (C) the due authorization of this Agreement by the Purchaser, and due authorization by the Purchaser of the sale and purchase contemplated hereunder;
(h) the Purchaser shall pay to the Vendor by telegraphic transfer into a bank account or accounts notified by the Vendor to the Purchaser in writing (such fulfilmentnotification to be received by the Purchaser not later than three Business Days before the Completion Date) the Consideration; and
(i) the Purchaser shall deliver to the Vendor a copy of the resolutions of the board of directors of the Purchaser authorising the execution of, and the performance by the Purchaser of its obligations under, this Agreement and any documents executed or to be executed pursuant to this Agreement, certified as a true copy by a director or the secretary of the Purchaser.
Appears in 2 contracts
Samples: Sale and Purchase Agreement, Share Purchase Agreement (AGY Holding Corp.)
At Completion. all (but not some only, unless the Subscriber so agrees) of the following business each Seller 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 (deliver or procure the share registrar delivery to registerthe Buyer or the Buyer’s Solicitors of the following:
4.2.1 all CTRL Buy-out Agreements in a form acceptable to the Buyer acting reasonably together with the irrevocable powers of attorney in favour of the Sellers or the Sellers’ nominee(s) the Subscriber to exercise each Previous Shareholders’ rights as a registered shareholder of the Issuer Company pending stamping and registration of the transfers referred to in the CTRL Buyout Agreements.
4.2.2 evidence satisfactory to the Buyer that the CTRL Buy-out Agreements have been completed in all respects;
4.2.3 the undertaking in the Agreed Form from Gide Loyrette Nouel in respect of the Subscription stamping of the stock transfer forms in respect of the transfer of shares in the Company from the Previous Shareholders to the Sellers;
4.2.4 duly executed transfers of all CTRL Shares in the branch register of members favour of the Issuer maintained by ComputershareBuyer or the Buyer’s nominee(s) and the relevant share certificates and any power of attorney under which any such transfer is executed on behalf of each Seller;
4.2.5 a waiver in the Agreed Form, executed as a deed by each Seller, of any pre-emption or other rights which it has, under the articles of association of the Company or otherwise, and any other documents or consents necessary to enable the Buyer or its nominee(s) to be registered as the holder of all CTRL Shares;
4.2.6 an executed irrevocable power of attorney in favour of the Buyer or the Buyer’s nominee(s) empowering the Buyer or its nominee(s) to exercise each Seller’s rights as a shareholder of the Company pending stamping and registration of the transfer(s) referred to in 4.2.4;
4.2.7 the certificate of incorporation (b) including any certificate on change of name), of the Issuer shall deliver to the SubscriberCompany, each in form register minute and substance other book required to be kept by the reasonable satisfaction of the Subscriber:
Company complete up to (ibut not including) a certified true copy of the Board resolutions approving and/or ratifying the matters below:
(A) approving the terms ofCompletion, and the transactions contemplated by, this Agreement and resolving that common seal (if any) of the Issuer executes this AgreementCompany;
(B) authorising 4.2.8 a specified person confirmation executed by each Seller, in form attached as Schedule 6.
4.2.9 resignation letters in the Agreed Form signed by each director and the secretary of the Company acknowledging that each has no claim against the Company in respect of breach of contract, compensation for loss of office, redundancy or persons to execute this Agreement unfair dismissal or on the Issuer’s behalfany other grounds whatsoever;
(C4.2.10 a copy of a letter of resignation in the Agreed Form from the auditors of the Company, acknowledging that they have no claim against the Company, and containing a statement pursuant to section 394(1) authorising of the Companies Act that there are no circumstances connected with their ceasing to hold office which they consider should be brought to the attention of any members or creditors;
4.2.11 a specified person certified copy of a resolution of the board of directors of the Company approving any agreement to be entered into by or persons, document to be signed by or on behalf of the Issuer, Company pursuant to sign, execute and/or despatch all documents and notices to be signed, executed and/or despatched by it under this Agreement or in connection with this Agreement; and
(D) a specimen the Deed of the signature of each person authorised by the resolution Warranty or as referred to in Clause 4.3(b)(i)(B) above;
(ii) either such agreement and authorising the original definitive share certificates in respect execution by each person executing a document on behalf 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 ofCompany, and permission to deal in, the performance by the Company of all the Subscription Shares; and
(v) a closing certificate, dated as at the Completion Date such agreements 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.
Appears in 2 contracts
Samples: Purchase Agreement, Agreement for the Sale and Purchase of Shares (Total System Services Inc)
At Completion. all (but not some only, unless the Subscriber so agrees) of the following business shall be transacted:
(a) each Seller shall procure the Issuer shall issue the Subscription Shares delivery 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 SubscriberPurchaser of:
(i) a certified true copy duly executed transfers in favour of the Board resolutions approving and/or ratifying Purchaser or its nominee(s) of all the matters below:
(A) approving Seller's Deferred Shares and, in the terms ofcase of 3i, and of all 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) abovePreference Shares;
(ii) the original definitive warrants issued to the Seller by Trimco with respect to all the Seller's Non-Deferred Shares; -------------------------------------------------------------------------------
(iii) the share certificates in respect certificate(s) representing any of the Subscription Seller's Shares (or an express indemnity in a form satisfactory to the Purchaser in the name case of any found to be missing);
(b) Xxx Xxxxx shall procure the Subscriber delivery to the Purchaser of:
(or its nominee)i) the certificate of incorporation, common seal, minute books, statutory registers and share certificate books of each Company as the Purchaser may direct;
(ii) a service agreement between Trimco and Xxx Xxxxx in the Agreed Form;
(iii) duly executed transfers of each share in a certified true copy Subsidiary as is not registered in the name of Trimco in favour of the confirmation letter issued by Computershare confirming that Purchaser or as it may direct together with the Subscriber (or its nominee) is the registered holder of the Subscription Shares;relevant share certificate(s); and
(iv) a copy the resignation of the approval from auditors of each Company in the HKSE Agreed Form in each case confirming, in accordance with section 394 of the Companies Xxx 0000, that there are no circumstances connected with their resignation which should be brought to the attention of the members or creditors of that Company and that no fees are due to them.
(c) each Seller shall (so far as it is able) procure that a board meeting of each Company is held at which it is resolved that:
(i) such persons as the Purchaser nominates are appointed as additional directors and the secretary of that Company;
(ii) the transfers referred to in paragraph (a) above (subject only to their being duly stamped) are approved for the listing of, and permission to deal in, all the Subscription Sharesregistration;
(iii) Price Waterhouse are appointed as auditors; and
(viv) its bank mandates are revised in such manner as the Purchaser requires;
(d) each of 3i plc and 3i Group plc shall deliver a closing certificatewritten notice to the Purchaser, dated as at the Completion Date and addressed to Trimco and the Subscriber from Purchaser, confirming it waives all rights:
(i) under article 9 of Trimco's articles of association; and
(ii) under Trimco's articles of association to have the IssuerPreference Shares redeemed, executed by in a Director form satisfactory to the Purchaser;
(or another duly authorised signatorye) Document Management Systems Limited shall deliver a written notice to the Purchaser, addressed to Trimco and substantially the Purchaser, confirming that it waives all of its rights under article 9 of the Trimco's articles of association; and
(f) each of the Optionholders shall deliver a written notice waiving all rights in respect of the form set out in Schedule 2, Options and attaching thereto as exhibits all supporting documents, showing such fulfilment.cancelling the Options. -------------------------------------------------------------------------------
Appears in 2 contracts
Samples: Agreement for the Sale and Purchase of Shares (Alpharel Inc /Ca/), Agreement for the Sale and Purchase of Shares (Document Management Systems LTD Et Al)
At Completion. all (but not some only, unless the Subscriber so agrees) of the following business shall be transacted:
(a) the Issuer Vendor shall issue the Subscription Shares deliver or procure to be delivered to the Subscriber Purchaser (or and/or its nomineedesignated entity):
(i) 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 Datevalid share certificate(s) 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 Sale Shares in the branch register of members name of the Issuer maintained by ComputershareVendor;
(bii) valid instrument(s) of transfer duly executed by the Vendor in relation to the Sale Shares in favour of the Purchaser (and/or its designated entity);
(iii) written resignation (in a form satisfactory to the Purchaser) of the existing directors of the Company nominated by the Vendor (i.e. XXX Xxx Xxxx, Xxxxx and XXX Xxx Xxx Xxxxxx), together with acknowledgement by each of such directors confirming that he has no claims whatsoever against the Company whether by way of compensation, remuneration, severance payments, pensions, expenses or otherwise;
(iv) the Issuer shall deliver to Deed of Taxation Indemnity duly executed by the Subscriber, each in form Vendor and substance to the reasonable satisfaction of the Subscriber:Xxx Xxx;
(iv) a certified true copy of the Board resolutions of the board of directors of the Vendor approving and/or ratifying this Agreement, the matters below:
(A) approving Deed of Taxation Indemnity, the terms of, other Transaction Documents and the transactions contemplated by, this Agreement and resolving that the Issuer executes this Agreementherein;
(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);
(iiivi) a certified true copy of the confirmation letter resolutions of the board of directors of Xxx Xxx approving this Agreement, the Deed of Taxation Indemnity, the other Transaction Documents and the transactions contemplated thereunder;
(vii) Certificate of Incumbency and Certificate of Good Standing of the Vendor issued not earlier than one (1) month prior to the Completion Date; and
(viii) legal opinion dated the Completion Date issued by Computershare confirming a practicing law firm of the British Virgin Islands (acceptable to the Purchaser) in such form satisfactory to the Purchaser which shall certify in respect of the Vendor as to its corporate existence, capacity to enter into and the validity of execution of this Agreement, the Deed of Taxation Indemnity and the other Transaction Documents, and the enforceability against the Vendor under the laws of the British Virgin Islands.
(b) the Purchaser shall pay the Initial Consideration in full to the Vendor in accordance with Clause 4.2;
(c) each of the Vendor and the Purchaser shall fully cooperate with the Company to procure that the Subscriber (or its nominee) following business is the registered holder approved by way of board resolutions of the Subscription SharesCompany before the Completion Date:
(i) the transfer of the Sale Shares and the entry of the Purchaser (and/or its designated entity) as the transferee(s) in the register of members of the Company upon Completion shall be approved;
(ii) the share certificate(s) of the Sale Shares in the name of the Vendor shall be duly cancelled;
(iii) the sealing of new share certificate(s) for the Sale Shares in favour of the Purchaser (and/or its designated entity) shall be approved;
(iv) a copy the resignation of the approval from existing directors of the HKSE Company (i.e. XXX Xxx Xxxx, Xxxxx and XXX Xxx Xxx Xxxxxx) nominated by the Vendor shall be accepted and approved;
(v) (if applicable) persons nominated by the Purchaser (and/or its designated entity) for appointment as directors of the listing of, and permission to deal in, all the Subscription SharesCompany shall be appointed; and
(vvi) a closing certificate, dated as at the Completion Date revocation and addressed replacement of all existing mandates for the operation of the bank accounts of the Company by new mandates giving authority to such person(s) nominated by the Subscriber from the Issuer, executed by a Director Purchaser (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 fulfilmentand/or its designated entity).
Appears in 2 contracts
Samples: Sale and Purchase Agreement, Sale and Purchase Agreement
At Completion. all (but not some only, unless 5.3.1 the Subscriber so agrees) of Vendor and 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 Vendor Guarantor shall deliver to the Subscriber, each in form and substance Company (with certified copies to the reasonable satisfaction Purchaser) letters of resignation by all the Resigning Directors, expressed to be subject to the Offer proceeding, with effect from the later of (1) the first closing date of the Subscriber:
Offer and (i2) a certified true copy the date on which the Offer becomes or is declared unconditional (or such earlier date as the Executive under the Takeovers Code may permit) but otherwise unconditional and irrevocable, as directors of the Board resolutions approving and/or ratifying the matters below:
(A) approving the terms of, Company 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 each subsidiary of the IssuerCompany of which they are respectively directors, to signconfirming, execute and/or despatch all documents and notices to be signedin each case, executed and/or despatched that they have no claims against the Company or the relevant subsidiary (as the case may be), whether by it under way of compensation for loss of office or in connection with this Agreementotherwise howsoever; and
(D) 5.3.2 the Vendor shall use all reasonable endeavours to procure that a specimen board meeting of the signature Company is held at which resolutions shall be passed approving:-
5.3.2.1 the resignations of each person authorised by the resolution Resigning Directors, as directors of the Company 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 Shares5.3.1; and
5.3.2.2 the appointment with effect from the date of posting of the Offer Document (v) a closing certificateor such earlier date specified by the Purchaser which the Executive has consented to), dated but otherwise on an unconditional and irrevocable basis, of such persons as at the Completion Date Purchaser shall nominate as directors of the Company; and addressed the Vendor shall deliver to the Subscriber Purchaser certified copies of the minutes of the board meeting containing those resolutions; and
5.3.3 the Vendor shall use all reasonable endeavours to procure that a board meeting of each key subsidiary of the Company nominated by the Purchaser is held at which resolutions shall be passed approving:
5.3.3.1 the resignations of the Resigning Directors, as directors of such key subsidiary; and
5.3.3.2 the appointment with effect from the Issuer, executed by a Director date of the posting of the Offer Document (or another duly authorised signatory) such earlier date specified by the Purchaser which the Executive has consented to), but otherwise on an unconditional and substantially in irrevocable basis, of such persons as the form set out in Schedule 2, Purchaser shall nominate as directors of such key subsidiary. and attaching thereto as exhibits all supporting documents, showing the Vendor shall deliver to the Purchaser certified copies of the minutes of the board meetings of each such fulfilmentkey subsidiary containing those resolutions.
Appears in 2 contracts
Samples: Agreement for the Sale and Purchase of Shares (PCCW LTD), Sale and Purchase of Shares Agreement (PCCW LTD)
At Completion. Vodafone shall procure the novation by the Vodafone Target Company of all of its rights and obligations under the Vodafone Inter-Company Loan Agreement to the Liberty Global Target Company (but not some only, unless the Subscriber so agrees) or such other member of the following business Liberty Global Target Group as the parties shall be transactedagree in writing).
1. At Completion, the Purchaser shall, and Liberty Global shall procure that the Purchaser shall:
(aA) deliver to each of 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 declaredSellers, paid or made duly executed by the Issuer after Purchaser, a counterpart original of this Agreement, the Completion Date) Shareholders Agreement, the Tax Covenant and shall promptly thereafter register (or procure the share registrar any other Ancillary Document 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 Computersharewhich it is party;
(bB) the Issuer shall deliver to the Subscriber, each in form and substance to the reasonable satisfaction of the SubscriberNotary:
(i) a certified true copy duly executed, authorised, notarised and - insofar notarisation is performed by a non-Dutch civil law notary - apostilled power of attorney of the Board resolutions approving and/or ratifying Purchaser under which the matters below:
(A) approving Deeds and Transfer will be executed before 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, Notary 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) abovePurchaser;
(ii) the original definitive share certificates in respect shareholders register of the Subscription Shares in the name of the Subscriber (or its nominee)Purchaser;
(iiiC) a certified true copy instruct the Notary to have (i) the relevant Deeds of Transfer executed on behalf of the confirmation letter issued by Computershare confirming that Purchaser, and to update its share register and have such update registered with the Subscriber Dutch trade register, and (or its nomineeii) is to execute a notarial deed of amendment to amend the registered holder articles of association of the Subscription SharesPurchaser to adopt the Articles of Association;
(ivD) deliver to each Seller a copy of the approval from resolution of the HKSE for directors of the listing of, Purchaser authorising the execution by the Purchaser of this Agreement and permission each of the Ancillary Documents to deal in, all which it is a party and the Subscription Sharesperformance of its obligations under this Agreement and the Ancillary Documents;
(E) deliver to each Seller a copy of a written resolution of the shareholder of the Purchaser in the agreed form granting the directors of the Purchaser authority to effect each of the other steps required to be undertaken by the Purchaser pursuant to this Agreement;
(F) procure that a shareholder resolution of the Purchaser is passed pursuant to which (i) each of the persons nominated by the Sellers shall be appointed directors of the Purchaser such appointments to take effect immediately after Completion and (ii) the articles of association of the Purchaser will be amended to adopt the Articles of Association; and
(vG) a closing certificate, dated as carry out all of the steps required of it at the Completion Date and addressed pursuant 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 fulfilmentthis Agreement.
Appears in 1 contract
Samples: Contribution and Transfer Agreement (Liberty Global PLC)
At Completion. all (but not some only, unless the Subscriber so agrees) of the following business shall be transacted:
(a) the Issuer The Vendor 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 (deliver or procure the share registrar delivery (unless otherwise waived by the Purchaser) to register) the Subscriber as a registered shareholder Purchaser of:-
a. instruments of the Issuer transfer and sold notes in respect of the Subscription Shares Sale Share duly executed by the Vendor being the registered and beneficial owner thereof as transferor in the branch register of members favour of the Issuer maintained Purchaser as transferee;
b. the share certificate in respect of the Sale Share;
c. letters of resignation by Computershareall existing directors, secretary of the Company duly executed by the said persons, such resignations to take effect immediately following Completion and all such persons shall confirm in writing that they have no subsisting claim against the Company upon their registration;
d. minutes of the meeting referred to in 5.2 above;
e. a certified copy of the minutes of a meeting of or written resolutions of the board of directors of each of the Vendor and WOP (i) authorizing the execution by the Vendor of this Agreement, the Deed of Assignment of Shareholder’s Loan and all other documents ancillary to it or the transactions contemplated in this Agreement, and (ii) appointing the relevant signatory or signatories to execute this Agreement, the Deed of Assignment of Shareholder’s Loan and any such other documents on its behalf;
f. the Deed of Assignment of Shareholder’s Loan duly executed by the Vendor and the Company (as per the agreed form under Annexure 2 hereto);
g. the Deed of Indemnity duly executed by the parties therein (as per the agreed form under Annexure 1 hereto); and
h. the original subsisting Tenancy Agreement of the Property duly stamped.
(b) The Vendor shall cause all bank account(s) (if any) of the Issuer Company to be cancelled and to produce documentary proof to confirm with the said cancellation;
(c) The Vendor 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 Purchaser in respect of the Subscription Shares Company:-
a. all the statutory and minute books and registers of the Company which shall be written up to but not including Completion, the company chop(s), common seal, certificate of incorporation, business registration certificate (if any), copies of the constitutional documents or other constitutional documents of the Company, all unissued share certificates, cheque book(s) (if any), all accounting and tax records, and all other documents, papers, books, records and materials of the Company kept in possession by the Vendor, provided if the documents set out in this Clause 5.3(c) is kept in the name registered address of the Subscriber (or its nominee);
(iii) a certified true copy of Company, then such documents are deemed to be delivered by the confirmation letter issued by Computershare confirming that Vendor to 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 SharesPurchaser at Completion; and
(v) a closing certificate, dated as at b. any other title deeds and documents of the Completion Date and addressed Property which are required to the Subscriber from the Issuer, executed by a Director (or another duly authorised signatory) and substantially be produced in the form set out in Schedule 2, and attaching thereto as exhibits all supporting documents, showing such fulfilmentaccordance with this Agreement.
Appears in 1 contract
At Completion. Vodafone shall procure the novation by the Vodafone Target Company of all of its rights and obligations under the Vodafone Inter-Company Loan Agreement to the Liberty Global Target Company (but not some only, unless the Subscriber so agrees) or such other member of the following business Liberty Global Target Group as the parties shall be transactedagree in writing).
1. At Completion, the Purchaser shall, and Liberty Global shall procure that the Purchaser shall:
(aA) deliver to each of 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 declaredSellers, paid or made duly executed by the Issuer after Purchaser, a counterpart original of this Agreement, the Completion Date) Shareholders Agreement, the Tax Covenant and shall promptly thereafter register (or procure the share registrar any other Ancillary Document 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 Computersharewhich it is party;
(bB) the Issuer shall deliver to the Subscriber, each in form and substance to the reasonable satisfaction of the SubscriberNotary:
(i) a certified true copy duly executed, authorised, notarised and - insofar notarisation is performed by a non-Dutch civil law notary - apostilled power of attorney of the Board resolutions approving and/or ratifying Purchaser under which the matters below:
(A) approving Deeds and Transfer will be executed before 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, Notary 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) abovePurchaser;
(ii) the original definitive share certificates in respect shareholders register of the Subscription Shares in the name of the Subscriber (or its nominee)Purchaser;
(iiiC) a certified true copy instruct the Notary to have (i) the relevant Deeds of Transfer executed on behalf of the confirmation letter issued by Computershare confirming that Purchaser, and to update its share register and have such update registered with the Subscriber Dutch trade register, and (or its nomineeii) is to execute a notarial deed of amendment to amend the registered holder articles of association of the Subscription SharesPurchaser to adopt the Articles of Association;
(ivD) deliver to each Seller a copy of the approval from resolution of the HKSE for directors of the listing of, Purchaser authorising the execution by the Purchaser of this Agreement and permission each of the Ancillary Documents to deal in, all which it is a party and the Subscription Sharesperformance of its obligations under this Agreement and the Ancillary Documents;
(E) deliver to each Seller a copy of a written resolution of the shareholder of the Purchaser in the agreed form granting the directors of the Purchaser authority to effect each of the other steps required to be undertaken by the Purchaser pursuant to this Agreement;
(F) procure that a shareholder resolution of the Purchaser is passed pursuant to which (i) each of the persons nominated by the Sellers shall be appointed directors of the Purchaser such appointments to take effect immediately after Completion and (ii) the articles of association of the Purchaser will be amended to adopt the Articles of Association; and
(vG) a closing certificate, dated as carry out all of the steps required of it at Completion pursuant to this Agreement.
1. All documents and items delivered at Completion pursuant to this Schedule 2 (Completion arrangements) shall be held by the Completion Date and addressed recipient to the Subscriber from order of the Issuer, executed by a Director person delivering the same until such time as Completion shall be deemed to have taken place.
2. Simultaneously with delivery of all documents and all items required to be delivered at Completion (or another duly authorised signatory) waiver of the delivery of it by the person entitled to receive the relevant document or item), the documents and substantially items delivered in accordance with this Schedule 2 shall cease to be held to the form set out in Schedule 2, order of the person delivering them and attaching thereto as exhibits all supporting documents, showing such fulfilmentCompletion shall be deemed to have taken place.
Appears in 1 contract
Samples: Contribution and Transfer Agreement (Vodafone Group Public LTD Co)
At Completion. all (but not some only, unless the Subscriber so agrees) of the following business shall be transacted:
(a) each Seller shall release their stock transfer form(s) and transfer the Issuer shall issue the Subscription Sale 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 ComputershareUM;
(b) the Issuer shall deliver to the Subscriber, each in form and substance to the reasonable satisfaction a meeting of the Subscriberboard of directors of the Company shall be held and board minutes shall be approved and signed by the chairman of the meeting (or written resolutions of the board of directors of the Company shall be entered into by each director) pursuant to which the Company shall:
(i) a certified true copy ratify the terms of the Board resolutions approving and/or ratifying Company Resolutions and the matters belowNew Articles and the circulation of these to the Sellers;
(ii) ratify the terms of the Required Consents and the circulation of these to those parties to such Required Consents;
(iii) ratify the terms of and entry into this Agreement;
(iv) approve the terms of and entry into each of the documents to be entered into by the Company which are referred to herein as being in agreed form;
(v) subject to receipt of the stock transfer forms in relation to the Sale Shares duly stamped and (where appropriate) adjudicated:
(A) approving register the terms of, transfer of the Sale Shares from the Sellers to UM;
(B) cancel the share certificates held by the Sellers in respect of the Sale Shares; and
(C) execute and deliver share certificate(s) to UM for the transactions contemplated by, this Agreement Sale Shares;
(vi) approve the resignation of the Resigning Directors as directors of the Company;
(vii) approve the form of and resolving that entry into the Issuer executes Director Deed of Indemnity with each New Director;
(viii) approve the appointment of the New Directors as directors of the Company; and
(ix) pass any such other resolutions as may be required to carry out the obligations of the Company under this Agreement;
(Bc) authorising a specified person meeting of the Board shall be held and board minutes shall be approved and signed by the chairman of the meeting (or persons written resolutions of the Board shall be entered into by each director) pursuant to execute this Agreement which UM shall:
(i) ratify the terms of the UM Resolutions and the circulation of these to the shareholders of UM eligible to vote on the Issuer’s behalfeach;
(Cii) authorising a specified person or personsratify the terms of and entry into this Agreement and the Disclosure Letter;
(iii) approve the terms of and entry into this Agreement, on behalf the Share Restriction Deeds and each of the Issuer, to sign, execute and/or despatch all documents and notices to be signedentered into by UM which are referred to herein as being in the agreed form;
(iv) issue the UM Shares credited as fully paid to each of the Sellers in the numbers set out in column (5) of the table in Schedule 1, executed and/or despatched and enter the name of each of such Sellers in the register of members (and, in the case of a Seller who is already a shareholder of UM, make an additional entry next to their name in the register of members);
(v) execute and deliver a share certificate to each of the relevant Sellers for the UM Shares set out against its name in column (5) of the table in Schedule 1; and
(vi) pass any such other resolutions as may be required to carry out the obligations of UM under this Agreement;
(d) each Seller (other than each Preference Seller and Heptares Therapeutics Limited) shall enter into and deliver to UM a Power of Attorney;
(e) each Seller shall enter into and deliver to UM a Voting Power of Attorney;
(f) each Seller and the Company shall sign and deliver to UM its signature to the Deed of Termination;
(g) UM shall sign the Share Restriction Deeds and deliver the relevant Share Restriction Deed to each Unvested Seller, and each Unvested Seller shall sign and deliver their relevant Share Restriction Deed to the Company;
(h) the Company shall sign and deliver a Director Deed of Indemnity to each New Director, and UM shall procure that each New Director shall sign and deliver the same to the Company;
(i) the Company shall provide copies of each of the Required Consents to UM, which shall have been obtained, not repudiated, in full force and effect and in form and substance reasonably satisfactory to UM;
(j) UM shall deliver a notice to the Company confirming that it is a registrable relevant legal entity (within the meaning of section 790C of the Act) in relation to the Company;
(k) UM shall file Companies House form SH01 (return of allotment of shares) in respect of the allotment of the UM Shares pursuant to this Agreement;
(l) the Company shall make all filings with Companies House as made be required by it under or the actions set out in connection with this Agreement; and
(Dm) all necessary tax filings and elections shall be made, including submitting stock transfer forms for stamping. 409A Plan means a specimen nonqualified deferred compensation plan (as such term is defined under Section 409A(d)(1) of the signature Code, as amended and the guidance thereunder) under which the Company or any of each person authorised by its Subsidiaries makes, is obligated to make or promises to make, payments; Accounts means the resolution referred to in Clause 4.3(b)(i)(B) above;
(ii) the original definitive share certificates in respect financial statements of the Subscription Shares Company for the fifteen (15) Month period ended on the Accounts Date in the name agreed form, consisting of an unaudited balance sheet 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 Company as at the Completion Date Accounts Date, a statement of changes in equity 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.notes thereto;
Appears in 1 contract
Samples: Contribution Agreement (Centessa Pharmaceuticals LTD)
At Completion. all (but not some only, unless the Subscriber so agrees) of the following business shall be transacted:
(a) the Issuer Company shall issue the Subscription Shares deliver a written confirmation addressed 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 Subsidiary jointly and dated the date of Completion confirming that there has been no material adverse change in the business or financial condition of the Company, its Affiliates and/or the companies or entities which it plans to acquire pursuant to the Acquisition, taken as a registered shareholder whole, since the date of the Issuer in respect of the Subscription Shares in the branch register of members of the Issuer maintained by Computersharethis Agreement;
(b) the Issuer Subscriber or the Subscriber Subsidiary, as appropriate, shall deliver to the Subscriber, each in form and substance to the reasonable satisfaction make payment of the Subscriber:
Subscription Amount in immediately transferable funds by direct transfer to such account as the Company shall notify the Subscriber and the Subscriber Subsidiary in writing at least three Business Days prior to Completion (ithe DESIGNATED ACCOUNT) and such transfer into the Designated Account shall constitute a certified true copy complete discharge of the Board resolutions approving and/or ratifying obligations of the matters below:
(A) approving the terms of, Subscriber and the transactions contemplated by, this Agreement Subscriber Subsidiary in respect of the Subscription Amount and resolving that the Issuer executes under 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;
(iic) the original definitive Company shall allot the New Shares to the Subscriber or the Subscriber Subsidiary, as appropriate, and issue a share certificates certificate in respect of the Subscription New Shares in the name of HKSCC Nominees Limited and shall promptly thereafter register HKSCC Nominees Limited as member in respect of the New Shares and deliver the share certificate to Hong Kong Securities Clearing Company Limited for credit to such account with the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited as may be instructed by the Subscriber (or its nominee)the Subscriber Subsidiary, as appropriate, for such purpose;
(iiid) a certified true copy of the confirmation letter issued by Computershare confirming that Company, 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 Subsidiary shall jointly issue a Director (or another duly authorised signatory) and substantially completion certificate which shall be in the form set out in Schedule 2schedule 2 to this Agreement, stating the Threshold Number, being the sum of 406,234,375 Shares and attaching thereto as exhibits all supporting documents, showing such fulfilmentthe New Shares to be allotted to the Subscriber or the Subscriber Subsidiary pursuant to clause 4.3(c);
(e) the Company shall arrange for an announcement giving details of the allotment of the New Shares to be made in at least one English newspaper and at least one Chinese newspaper no later than the next Business Day following the date of the allotment; and
(f) the Subscriber may arrange for an announcement to be published stating that Completion has taken place on the date of Completion.
Appears in 1 contract
Samples: Subscription Agreement (China Mobile Hong Kong LTD /Adr/)
At Completion. all (but not some only, unless the Subscriber so agrees) of the following business shall be transacted:
(a) the Issuer Vendor shall issue the Subscription Shares deliver or cause to be delivered to the Subscriber Purchaser:
(or its nomineei) free duly executed instrument(s) of transfer 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 Datesold note(s) 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 Sale Shares in the branch register of members favour of the Issuer maintained Purchaser and/or its nominee(s) accompanied by Computersharethe relevant certificate(s) for the Sale Shares;
(ii) certified true copy (certified by its director or company secretary) board resolutions of the Vendor approving the sale and transfer of the Sale Shares to the Purchaser and the signing of this Agreement; and
(iii) such other documents as may be reasonably required to give to the Purchaser good title to the Sale Shares and to enable the Purchaser and/or its nominee(s) to become the registered holder(s) thereof;
(b) the Issuer Vendor and the Purchaser shall cause or procure a meeting of the board of directors of the Company to be held approving (i) the transfer of the Sale Shares to the Purchaser and resolving that share certificate(s) in respect of the Sale Shares be issued to the Purchaser and/or its nominee(s) and (ii) the acceptance of resignation of such directors pursuant to Clause 5.2(c);
(c) the Vendor shall procure the resignation of one (1) of the directors of the Company nominated or appointed by it with effect from the Completion Date and shall deliver to the Subscriber, Company the resignation letters of such directors confirming that each of them has no claim against the Company in the form and substance as set out in Schedule 3; and
(d) the Purchaser shall deliver or cause to be delivered to the reasonable satisfaction of the SubscriberVendor:
(i) a certified true copy (certified by its director or company secretary) board resolutions of the Board resolutions approving and/or ratifying the matters below:
(A) Purchaser approving the terms of, purchase and transfer of the Sale Shares to the Purchaser and the transactions contemplated by, this Agreement and resolving that the Issuer executes signing of this Agreement;
(Bii) authorising a specified person or persons to execute this Agreement on the Issuer’s behalf;
(C) authorising a specified person or persons, on behalf written resolutions 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 shareholders of the signature of each person authorised Company duly executed 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 Purchaser relating to the Subscriber from declaration and distribution of dividends by the Issuer, executed by a Director (or another duly authorised signatory) and substantially Company in the form set out in Schedule 2, and attaching thereto as exhibits all supporting documents, showing such fulfilment.accordance with Clause 4.1
Appears in 1 contract
Samples: Share Purchase Agreement (The9 LTD)
At Completion. all (but not some only, unless i) the Subscriber so agrees) of Vendor shall deliver or cause to be delivered to the following business shall be transactedPurchaser:
(a) the Issuer shall issue the Subscription Shares to the Subscriber (or its nominee) free and clear instrument of all Encumbrances and credited as fully paid on terms that they rank pari passu transfer 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 favour of the Issuer Purchaser in respect of the Subscription Shares in Sale Interests duly executed by the branch register of members of the Issuer maintained by Computershareregistered holder thereof;
(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 Sale Interests;
(c) share certificate(s) in respect of the Sale Interests in the name of the Subscriber (or its nominee)Purchaser;
(iiid) letters of resignation of the directors and secretary (if any) and the secretary of the Company as the Purchaser may require, duly executed under seal and confirming that he /she has no claim against the Company;
(e) the statutory book (which shall be written up to but not including the Completion Date), the certificate of incorporation (and any certificate of incorporation on change of name) and common seal (if any) of the Company;
(f) a cheque issued by the Vendor, in favour of the Government of Hong Kong for a 50 per cent share of Hong Kong stamp duty payable upon the sale and purchase of the Sale Interests, together with a written undertaking from the Vendor (on terms reasonably approved by the Purchaser) in favour of the Purchaser to pay within 7 Business Days after assessment of half of any and all additional stamp duty which may be assessed payable in respect of the sale and purchase of all of the Sale Interests;
(g) a certified true copy of the confirmation letter issued by Computershare confirming that the Subscriber (or its nominee) is the registered holder written directions of the Subscription SharesVendor or the Company in relation to the removal of such directors as nominated by the Vendor or the Company to Feishang Copper;
(ivh) a certified copy of the board resolutions of the Vendor or the Company and the Feishang Copper approving the resignation of such directors as nominated by the Vendor or the Company to Feishang Copper and the appointment of such person as directors of Feishang Copper as nominated by the Purchaser or any other person as it may direct;
(i) a copy of the approval resolutions of the board of directors of the Vendor, certified as a true copy by a director of the Vendor or the company secretary of the Vendor, approving and authorising the execution of this Agreement and the consummation of the transactions contemplated by this Agreement;
(j) such other documents (if any) as may be required to give good title to the Sale Interests to the Purchaser and to enable the Sale Interests to be registered in the name of the Purchaser with effect from the HKSE for the listing of, and permission to deal in, all the Subscription SharesCompletion Date; and
(vk) a closing certificateall books and records including but not limited to books of account, dated as at financial records of the Completion Date and addressed Group duly written up to Completion.
(ii) Against compliance in full of the Subscriber from obligations of the Issuer, executed by a Director (or another duly authorised signatory) and substantially in the form Vendor set out in Schedule 2Clause 5.2(i):
(a) the Purchaser shall deliver a cheque in the sum of the Balance drawn on a bank account in Hong Kong and made payable to the Vendor or such other person as it may direct in writing (provided that such written direction shall have been received by the Purchaser no less than three Business Days prior to the Completion Date); and
(b) a copy of the resolutions of the board of directors of the Purchaser, certified as a true copy by a director of the Purchaser or the company secretary of the Purchaser, approving and attaching thereto as exhibits all supporting documents, showing such fulfilmentauthorising the execution of this Agreement and the consummation of the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Sale and Purchase Agreement (China Natural Resources Inc)
At Completion. all (but not some only, unless the Subscriber so agrees) of the following business shall be transacted:
(a) the Issuer First Vendor shall issue deliver to the Subscription Purchaser:
(i) written confirmation of the First Vendor signed by a director of the First Vendor, in form satisfactory to the Purchaser, confirming to the Purchaser that the Condition set out in Clause 4.1(a) has been satisfied with respect to the First Vendor;
(ii) a certificate of the First Vendor signed by a director of the First Vendor, in form satisfactory to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the First Vendor to the extent of the Vendor Warranties which are given by the First Vendor whether severally or jointly with the other Vendors and the performance by the First Vendor of all covenants and agreements required to be performed by it under this Agreement on or prior to the Completion Date;
(iii) a copy of the board resolutions duly passed by director(s) of the First Vendor, in form satisfactory to the Purchaser and certified true by a director of the First Vendor, evidencing the approval by the First Vendor of (1) the sale of the First Sale Shares to the Subscriber Purchaser; and (2) this Agreement and any other agreements to be made pursuant thereto or its nomineein respect thereof and their execution and performance by the First Vendor; and
(iv) free to the extent sufficient for the transfer agent of the Target Shares to effect transfer of the First Sale Shares from the First Vendor to the Purchaser, (1) good and clear of all Encumbrances and credited as fully paid on terms that they rank pari passu sufficient certificates for the First Sale Shares properly endorsed or otherwise in all respects with the existing issued Shares proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) such proof of identity and genuineness of signatures as the right transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to rank in full for all distributions declared, paid or made by the Issuer after the Completion Date) terms and shall promptly thereafter register conditions stipulated under Applicable Law; and (or procure the share registrar to register5) the Subscriber production of evidence of compliance with such reasonable regulations as a registered shareholder of the Issuer in respect of transfer agent and the Subscription Shares in the branch register of members of the Issuer maintained by ComputershareTarget may establish;
(b) the Issuer Second Vendor shall deliver to the SubscriberPurchaser:
(i) written confirmation of the Second Vendor signed by a director of the Second Vendor, each in form and substance satisfactory to the reasonable satisfaction Purchaser, confirming to the Purchaser that the Condition set out in Clause 4.1(a) has been satisfied with respect to the Second Vendor;
(ii) a certificate of the SubscriberSecond Vendor signed by a director of the Second Vendor, in form satisfactory to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the Second Vendor to the extent of the Vendor Warranties which are given by the Second Vendor whether severally or jointly with the other Vendors and the performance by the Second Vendor of all covenants and agreements required to be performed by it under this Agreement on or prior to the Completion Date;
(iii) a copy of the board resolutions duly passed by director(s) of the Second Vendor, in form satisfactory to the Purchaser and certified true by a director of the Second Vendor, evidencing the approval by the Second Vendor of (1) the sale of the Second Sale Shares to the Purchaser; and (2) this Agreement and any other agreements to be made pursuant thereto or in respect thereof and their execution and performance by the Second Vendor; and
(iv) to the extent sufficient for the transfer agent of the Target Shares to effect transfer of the Second Sale Shares from the Second Vendor to the Purchaser, (1) good and sufficient certificates for the Second Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) such proof of identity and genuineness of signatures as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establish;
(c) the Third Vendor shall deliver to the Purchaser:
(i) written confirmation of the Third Vendor signed by a director of the Third Vendor, in form satisfactory to the Purchaser, confirming to the Purchaser that the Condition set out in Clause 4.1(a) has been satisfied with respect to the Third Vendor;
(ii) a certificate of the Third Vendor signed by a director of the Third Vendor, in form satisfactory to the Purchaser, certifying to the Purchaser that the Condition set out in Clause 4.1(e) has been satisfied with respect to the Third Vendor to the extent of the Vendor Warranties which are given by the Third Vendor whether severally or jointly with the other Vendors and the performance by the Third Vendor of all covenants and agreements required to be performed by it under this Agreement on or prior to the Completion Date;
(iii) a copy of the board resolutions duly passed by director(s) of the Third Vendor, in form satisfactory to the Purchaser and certified true by a director of the Third Vendor, evidencing the approval by the Third Vendor of (1) the sale of the Third Sale Shares to the Purchaser; and (2) this Agreement and any other agreements to be made pursuant thereto or in respect thereof and their execution and performance by the Third Vendor; and
(iv) to the extent sufficient for the transfer agent of the Target Shares to effect transfer of the Third Sale Shares from the Third Vendor to the Purchaser, (1) good and sufficient certificates for the Third Sale Shares properly endorsed or otherwise in proper form for transfer, executed in blank or accompanied by duly executed blank stock powers (including signature guarantees in accordance with standard securities industry practice); (2) such proof of identity and genuineness of signatures as the transfer agent requires; (3) any transfer stamps that may be required; (4) all applicable taxes and governmental charges; subject, however, in each case, to the terms and conditions stipulated under Applicable Law; and (5) the production of evidence of compliance with such reasonable regulations as the transfer agent and the Target may establish;
(d) the Vendors shall deliver to the Purchaser:
(i) a certified true copy certificate of the Board resolutions approving and/or ratifying Vendors signed by a director of each of the matters below:
(A) approving Vendors, in form satisfactory to the terms ofPurchaser, and certifying to the transactions contemplated by, this Agreement and resolving Purchaser that the Issuer executes this Agreement;
Conditions set out in Clauses 4.1(f) and (Bg) authorising a specified person or persons have been satisfied with respect 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) aboveGroup;
(ii) the original definitive share certificates in respect a compact disk or USB drive containing an electronic copy of all material correspondence relating to their prior ownership of the Subscription Sale Shares in to the name extent relevant to the Purchaser as purchaser 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 ofsame, and permission to deal in, all the Subscription Shares; and
(v) a closing certificate, dated as at the Completion Date and addressed together with an numbered index 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 fulfilmentsame.
Appears in 1 contract
Samples: Agreement for the Sale and Purchase of Ordinary Shares (Wang Huimin)
At Completion. all (but not some only, unless 6.2.1 the Subscriber so agrees) of the following business Seller shall deliver or cause to be transacted:
(a) the Issuer shall issue the Subscription Shares delivered 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 belowPurchaser:
(A) approving a deed of transfer transferring all of the terms of, and Sale Shares in favour of the transactions contemplated by, this Agreement and resolving that Purchaser duly executed by YCM (as the Issuer executes this Agreementregistered holder of the Sale Shares) together with share certificate(s) showing YCM as the registered holder;
(B) authorising evidence that the Purchaser has been registered as the holder of the Sale Shares in the register of shareholders of the Company and a specified person or persons to execute this Agreement on share certificate in the Issuer’s behalfname of the Purchaser in respect of the Sale Shares;
(C) authorising a specified person or persons, on behalf evidence to the Purchaser’s reasonable satisfaction 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; andfulfilment of the Conditions;
(D) a specimen written resignations of all of the signature Directors and Commissioners in place immediately prior to Completion;
(E) a certified copy of each person authorised by the minutes of general meeting of the shareholders of the Company or of a circular resolution of the shareholders of the Company:
(1) accepting the resignations referred to in Clause 4.3(b)(i)(Bthe preceding paragraph and acquitting and discharging (acquit et decharge) abovesuch persons from liabilities for the carrying out of their duties to the extent those duties have been duly discharged in accordance with legal obligations;
(ii2) appointing 5 persons as Directors and 5 persons as Commissioners who are nominated by the Purchaser, such persons to be notified by the Purchaser to the Seller no less than five Business Days prior to the date of Completion;
(3) appointing 3 person as Directors and 3 persons as Commissioners who are nominated by the Seller, such persons to be notified by the Seller to the Purchaser no less than five Business Days prior to Completion;
(4) making such amendments as necessary so that the New Articles are the articles of association of the Company.
(F) any power of attorney or other authority under which this Agreement or any document referred to in it is executed by the Seller;
(G) evidence of the satisfaction or waiver of any restrictions on transfer (including pre-emption rights) which may exist in relation to the Sale Shares, under the articles of association of the Company or otherwise;
(H) the original definitive share certificates in respect Shareholders Agreement duly signed by each of Asia Mobile, ATT and the Company;
(I) a certificate from each of the Subscription Shares Sellers certifying that the Warranties are true and accurate in all material respects as at Completion;
(J) certified copies of any necessary board or shareholder approvals needed for the entering into of this Agreement and consummation of the transactions contemplated herein by each of YCM, Asia Mobile and ATT.
6.2.2 the Purchaser shall deliver to the Seller:
(A) evidence that it has irrevocably instructed its bank to pay by electronic transfer in immediately available funds for same day value to the account of the Seller, such account to be notified to the Purchaser by the Seller not less than five Business Days prior to the date of Completion, the amount referred to clause 4, such evidence to be by way of SWIFT MT103 (or comparable form) payment confirmation (and receipt of such amount in cleared funds in the name nominated account before 2p.m. on the Business Day following Completion shall constitute valid discharge of the Subscriber Purchaser’s obligations under Clause 4) ;
(B) the Shareholders Agreement duly signed by the Purchaser (or its nomineethe Purchaser’s assignee);
(iiiC) a certified true copy extract of any necessary board, managing director or shareholder approvals needed for the entering into of this Agreement and consummation of the confirmation letter issued transactions contemplated herein by Computershare confirming that the Subscriber Purchaser (or its nominee) is and the registered holder of Purchaser’s assignee as 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 fulfilmentcase may be).
Appears in 1 contract
Samples: Share Purchase Agreement (Hutchison Telecommunications International LTD)
At Completion. all (but not some only, unless the Subscriber so agrees) of the following business shall be transactedBuyer shall:
(a) the Issuer shall issue the Subscription Shares deliver to the Subscriber (or its nomineeSeller evidence of the authority of the individual(s) free and clear completing the Agreement on behalf of all Encumbrances and credited the Buyer, 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 well as a registered shareholder board resolution of the Issuer in respect Buyer approving the Transaction and the transfer of the Subscription Shares in the branch register of members of the Issuer maintained by Computersharecreditor rights under any Approved Shareholder Loan;
(b) the Issuer shall deliver to the Subscriber, each Seller a copy of the Novation Agreement executed by CHH;
(c) deliver to the Seller a copy of the share transfer deed in form and substance SH-4 executed by the Buyer;
(d) deliver to the reasonable satisfaction Seller and the Company a copy of Form 4 executed by the Buyer;
(e) pay applicable stamp duties relating to the transfer of Shares to the Indian authorities and provide evidence of such payment of such stamp duty to the Seller;
(f) settle the Purchase Promissory Note Component of the Subscriber:Purchase Price by issuing and delivering the executed Purchase Promissory Note to the Seller;
(g) settle the Future Payment Right Component of the Purchase Price by entering into such documentation as may be required for the transfer of the Seller’s liability under the Future Payment Right from the Seller to the Buyer;
(h) settle the Approved Shareholder Loan Price by a cash payment to the Approved Shareholder Creditor transferring the creditor rights under the relevant Approved Shareholder Loan;
(i) a certified true copy notify the Company of its purchase 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 Shares in connection with this Agreementwriting; and
(Dj) a specimen upon having become the registered owner of the signature Shares, hold an extraordinary general meeting in the Company to
(i) replace all of each person authorised by the resolution referred to board members in Clause 4.3(b)(i)(B) above;Company; and
(ii) the original definitive share certificates in respect adopt a resolution to exempt all of the Subscription Shares in relevant board members from any liability towards the name of the Subscriber Company (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) extent permitted under applicable laws and substantially in the form regulations).
10.4 All actions set out in Schedule 2clauses 10.2 and 10.3 shall be carried out at the same time (in so far as practically possible), and attaching thereto be mutually conditional upon each other. Each Party may (in addition and without prejudice to all other rights and remedies available to it) revoke any action taken under clauses 10.2 and 10.3 (as exhibits applicable), and demand reversal of such action, until the other Party has performed all supporting documentsof its obligations there under.
10.5 When all of the relevant Completion actions have taken place, showing such fulfilmentthe Parties shall sign a completion memorandum, evidencing that Completion has taken place.
Appears in 1 contract
At Completion. all (but not some only4.2.1 The Seller shall, unless in exchange for the Subscriber so agreespayment of the Purchase Price in accordance with Part 1.1(e) of the following business Schedule, transfer the Shares and deliver to the Purchaser all the share certificates representing the Shares; provided, however, to the extent the requisite governmental consents to the transfer of the Seller's shares of Dongguan Pelikan Hardcopy Ltd. have not been obtained by Completion, then the Seller shall execute the documents necessary to transfer such shares and deposit them in escrow for release upon receipt of such consent and to the extent such transfers are incapable because consent to the transfer of such Shares by the appropriate governmental agency of China has not been received, then the Seller shall deliver a declaration that the ownership interest in Dongguan Pelikan Hardcopy Ltd. is being held by the Seller for the benefit of the Purchaser. Upon receipt of such consent, the documents shall be transacted:
(a) the Issuer shall issue the Subscription Shares released to the Subscriber (or its nominee) free Purchaser;
4.2.2 The Seller 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 Purchaser shall deliver 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 each other duly executed copies of the Issuer in respect of the Subscription Shares in the branch register of members of the Issuer maintained by ComputershareAncillary Agreements;
(b) the Issuer 4.2.3 The Seller shall deliver to the SubscriberPurchaser a Certificate of Seller, executed by the Seller's Chief Executive Officer, certifying that there have been no changes in the Schedule previously delivered by the Seller or identifying any changes that have occurred in reasonable detail;
4.2.4 The Seller shall deliver to the Purchaser the shareholders register for the Companies;
4.2.5 The Seller shall deliver conditional resignations, subject to the completion of the fiscal year 1999 statutory audits, in the agreed form from the existing auditors of each of the Group Companies;
4.2.6 Except with respect to obligations arising between the Purchaser and the Seller under this Agreement or under any of the Ancillary Agreements, the Purchaser and the Group Companies shall release the Seller, Holding, each of their Affiliated Companies and all of such entities respective officers and directors from any and all liabilities or claims, of any kind which do exist or may have existed, in form and substance to the reasonable satisfaction favor of the Subscriber:
(i) a certified true copy Seller or any of the Board resolutions approving and/or ratifying Affiliated Companies, including the matters below:Group Companies;
(A) approving 4.2.7 Except with respect to obligations arising between the terms of, Purchaser and the transactions contemplated by, Seller under 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 any of the IssuerAncillary Agreements, to sign, execute and/or despatch the Seller shall release the Purchaser and each of the Group Companies and their respective officers and directors from any and all documents and notices to be signed, executed and/or despatched by it under liabilities or claims in connection with this Agreementfavor of the Seller; and
(D4.2.8 The respective fees and expenses of Seller's professionals set forth on Part 1.1(e) a specimen of the signature Schedule shall be paid out of each person authorised the Purchase Price to such parties 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 fulfilmentSeller.
Appears in 1 contract
Samples: Sale and Purchase Agreement (Nu Kote Holding Inc /De/)
At Completion. all (but not some only, unless a) The First Seller shall deliver to the Subscriber so agrees) Purchaser originals of the following business shall be transacted:(unless the context specifies otherwise):
(ai) the Issuer shall issue the Subscription Shares to the Subscriber (or its nominee) free duly executed instrument of transfer and clear of all Encumbrances bought 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 sold notes in respect of the Subscription First Sale Shares in favor of the Purchaser to enable the Purchaser (or such other nominee(s) as the Purchaser may direct) to be registered as the holder of the same;
(ii) new share certificate(s) in respect of the First Sale Shares, in the name of the Purchaser (or such other nominee(s) as the Purchaser may direct);
(iii) existing share certificate(s) in the name of the First Seller in respect of the First Sale Shares for cancellation;
(iv) such other documents as may be required to give a good and effective transfer of the First Sale Shares to the Purchaser (or such other nominee(s) as the Purchaser may direct) and to enable the Purchaser (or such other nominee(s) as the Purchaser may direct) to become the registered owner thereof;
(v) two (2) counterparts of the Shareholders Agreement duly executed by each of the First Seller and the Target Company;
(vi) two (2) counterparts of the Deed of Indemnity duly executed by the First Seller and the Target Company; and
(vii) one (1) certified true copy of the resolutions of the board of directors of the First Seller approving this Agreement, the Shareholders Agreement, the Deed of Indemnity and the transactions contemplated thereunder;
(b) The Second Seller shall deliver to the Purchaser originals of the following (unless the context specifies otherwise):
(i) duly executed instrument of transfer and bought and sold notes in respect of the Second Sale Shares in favor of the Purchaser to enable the Purchaser (or such other nominee(s) as the Purchaser may direct) to be registered as the holder of the same;
(ii) new share certificate(s) in respect of the Second Sale Shares, in the name of the Purchaser (or such other nominee(s) as the Purchaser may direct);
(iii) existing share certificate(s) in the name of the Second Seller in respect of the Second Sale Shares for cancellation;
(iv) such other documents as may be required to give a good and effective transfer of the Second Sale Shares to the Purchaser (or such other nominee(s) as the Purchaser may direct) and to enable the Purchaser (or such other nominee(s) as the Purchaser may direct) to become the registered owner thereof;
(v) two (2) counterparts of the Deed of Indemnity duly executed by the Second Seller and the Target Company; and
(vi) one (1) certified true copy of the resolutions of the board of directors of the Second Seller approving this Agreement, the Deed of Indemnity and the transactions contemplated thereunder;
(c) The Sellers shall cause a meeting of the board of directors of the Target Company to be held at which resolutions shall be passed (where appropriate) to and the Target Company shall pass resolutions to:
(i) cause the Purchaser (or its nominee(s)) to be registered (subject only to the relevant instruments of transfer being duly stamped) in its register of members in respect of the relevant Sale Shares and to issue new certificates therefor;
(ii) appoint three persons as the Purchaser may nominate as director(s) and/or secretary(ies), such appointment to take effect from the Completion Date;
(iii) approve the resignations of Dentist Solution Co. Limited as director and Hongo Management Limited as company secretary, such resignations to take effect from the Completion Date;
(iv) cause the Purchaser or its designated person(s) as the Purchaser may direct to be appointed as the authorised signatories of all bank accounts of it within three (3) Business Days from the Completion Date; and
(v) cause such persons as the First Seller and the Purchaser may jointly agree to be removed as the authorised signatories of all bank accounts of it with effect from the Completion Date;
(d) The Sellers shall deliver to the Purchaser a certified true copy of the resolutions of the board of directors of the Target Company approving this Agreement and the transactions contemplated in Clause 6.2(c) and thereunder on the Completion Date;
(e) Subject to and against the performance of the obligations by the Sellers under Clauses 6.2(a), 6.2(b), 6.2(c) and 6.2(d), the Purchaser shall deliver or procure to be delivered to the First Seller:
(i) subject to Clause 4.5, a cheque drawn on a licensed bank in Hong Kong in the amount of HK$117,070,894.48 in favour of the First Seller (or as it may direct) pursuant to and under Clause 3.1(a);
(ii) one (1) counterpart of the Shareholders Agreement duly executed by the Purchaser; and
(iii) one (1) counterpart of the Deed of Indemnity duly executed by the Purchaser;
(f) Subject to and against the performance of the obligations by the Sellers under Clauses 6.2(a), 6.2(b), 6.2(c) and 6.2(d), the Purchaser shall deliver or procure to be delivered to the Second Seller:
(i) a cheque drawn on a licensed bank in Hong Kong in the amount of HK$2,353,163 in favour of the Second Seller (or as it may direct) pursuant to and under Clause 3.1(a); and
(ii) one (1) counterpart of the Deed of Indemnity duly executed by the Purchaser.
(g) Subject to Clause 4.5 and subject further to and against the performance of the obligations by the Sellers under Clauses 6.2(a), 6.2(b), 6.2(c) and 6.2(d), the Purchaser shall procure ECH to:
(i) allot and issue the Consideration Shares to the First Seller (or any nominee(s) to whom the First Seller may direct);
(ii) procure the First Seller (or such nominee(s) as directed by the First Seller in Clause 6.2(g)(i)) to be registered in the branch register of members of the Issuer maintained by Computershare;
(b) the Issuer shall deliver to the Subscriber, each ECH in form and substance to the reasonable satisfaction Hong Kong as holder of the Subscriber:
(i) a certified true copy of the Board resolutions approving and/or ratifying the matters below:
(A) approving the terms ofConsideration Shares, 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 issuance for collection by the resolution referred to in Clause 4.3(b)(i)(B) above;
(ii) the original definitive First Seller’s representative share certificates certificate in respect of the Subscription Shares in the name of the Subscriber (or its nominee)such Consideration Shares;
(iii) a certified true copy deliver to the First Seller one (1) counterpart of the confirmation letter issued Shareholders Agreement duly executed by Computershare confirming that the Subscriber (or its nominee) is the registered holder of the Subscription Shares;ECH; and
(iv) a copy deliver to the First Seller two (2) counterparts 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, Deed of Indemnity duly 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 fulfilmentECH.
Appears in 1 contract
Samples: Sale and Purchase Agreement
At Completion. all (but not some only4.2.1 the Seller shall produce and deliver, unless or procure the Subscriber so agrees) delivery of, each of the following business shall be transacted:
(a) the Issuer shall issue the Subscription Shares documents 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 SubscriberPurchaser:
(i) a certified true copy of business plan and month by month financial projections through December 31, 2023, acceptable to 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 AgreementPurchaser; and
(Dii) a specimen audited financial statements for each of the signature of each person authorised twelve-month periods ended December 31, 2020, and December 31, 2021, reported upon without qualification by the resolution referred to in Clause 4.3(b)(i)(B) aboveSxxxxxxx LLP;
(ii) 4.2.2 the original definitive share certificates Seller shall deliver to the Purchaser or the Purchaser’s Solicitors a duly executed transfer in respect of the Subscription Shares Sale Share in favour of the Purchaser and share certificate for the Sale Share in the name of the Subscriber Seller (or its nomineean indemnity for lost share certificate);
(iii) a certified true copy 4.2.3 the Seller shall deliver to the Purchaser or to any person whom the Purchaser may nominate such of the confirmation letter issued by Computershare confirming that following as the Subscriber Purchaser may require the statutory books (or its nomineewhich shall be written up to but not including the date of Completion), the Certificate of Incorporation (and any Certificate of Incorporation on Change of Name) is and common seal (if any) of the Company;
4.2.4 the Seller shall procure a board meeting of the Company to be held at which it shall be resolved that:-
(a) the transfer relating to the Sale Share shall be approved for registration and (subject only to the transfer being duly stamped) the Purchaser registered as the holder of the Subscription Shares;
(iv) a copy Sale Share in the register of the approval from the HKSE for the listing of, and permission to deal in, all the Subscription Sharesmembers; and
(vb) a closing certificate, dated Jxxx Xxxxx shall be appointed as at additional director,and that the Completion Date and addressed minutes of such board meeting are delivered to the Subscriber from Purchaser;
4.2.5 the Issuer, Seller shall procure the delivery to the Purchaser of the duly executed by Service Agreement; and
4.2.6 the Purchaser shall:
(a) deliver to the Sellers a Director signed acknowledgement of the Disclosure Letter;
(or another b) deliver to the Seller a duly authorised signatoryexecuted share certificate in respect of the Initial Shares issued to the Seller in accordance with Clause 3; and
(c) and substantially deliver to the Seller a notarised copy of the resolutions in the agreed form set out in Schedule 2, passed by the Purchaser’s shareholders and/or directors (as applicable) authoring the transactions contemplated (included but not limited to the issue of the Consideration Shares) by this Agreement and attaching thereto as exhibits all supporting documents, showing such fulfilmentgiving the authority to allot the Initial Shares to the Seller on Completion.
Appears in 1 contract
At Completion. all (but not some only, unless i) the Subscriber so agrees) of Vendor shall deliver or cause to be delivered to the following business shall be transactedPurchaser:
(a) the Issuer shall issue the Subscription Shares to the Subscriber (or its nominee) free and clear instrument of all Encumbrances and credited as fully paid on terms that they rank pari passu transfer 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 favour of the Issuer Purchaser in respect of the Subscription Shares in Sale Interests duly executed by the branch register of members of the Issuer maintained by Computershareregistered holder thereof;
(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 Sale Interests;
(c) share certificate(s) in respect of the Sale Interests in the name of the Subscriber (or its nominee)Purchaser;
(iiid) letters of resignation of the directors and secretary (if any) and the secretary of the Group as the Purchaser may require, duly executed under seal and confirming that he/ she has no claim against the Company;
(e) the statutory book (which shall be written up to but not including the Completion Date), the certificate of incorporation (and any certificate of incorporation on change of name) and common seal (if any) of the Company;
(f) a certified true copy of the confirmation letter issued by Computershare confirming that the Subscriber (or its nominee) is the registered holder written directions of the Subscription SharesVendor or the Company in relation to the removal of such directors as nominated by the Vendor or the Company to the Group;
(ivg) a certified copy of the board resolutions of the Vendor or the Company and the Group approving the resignation of such directors as nominated by the Vendor or the Company to Antay Company and the appointment of such person as directors of Antay Company as nominated by the Purchaser or any other person as it may direct;
(h) a copy of the approval resolutions of the board of directors of the Vendor, certified as a true copy by a director of the Vendor or the company secretary of the Vendor, approving and authorising the execution of this Agreement and the consummation of the transactions contemplated by this Agreement;
(i) such other documents (if any) as may be required to give good title to the Sale Interests to the Purchaser and to enable the Sale Interests to be registered in the name of the Purchaser with effect from the HKSE for the listing of, and permission to deal in, all the Subscription SharesCompletion Date; and
(vj) a closing certificateall books and records including but not limited to books of account, dated as at financial records of the Completion Date and addressed Group duly written up to Completion.
(ii) Against compliance in full of the Subscriber from obligations of the Issuer, executed by a Director (or another duly authorised signatory) and substantially in the form Vendor set out in Schedule 2Clause 5.2(i):
(a) the Purchaser shall deliver a cheque in the sum of the Share Consideration and made payable to the Vendor or such other person as it may direct in writing by the Vendor (provided that such written direction shall have been received by the Purchaser no less than three Business Days prior to the Completion Date); and
(b) a copy of the resolutions of the board of directors of the Purchaser, certified as a true copy by a director of the Purchaser or the company secretary of the Purchaser, approving and attaching thereto as exhibits all supporting documents, showing such fulfilmentauthorising the execution of this Agreement and the consummation of the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Sale and Purchase Agreement (China Natural Resources Inc)
At Completion. all (but not some only, unless the Subscriber so agrees) of the following business shall be transacted:
(a) the Issuer each Seller shall issue the Subscription Shares deliver or cause to be delivered to the Subscriber Buyer the items listed in Part 1 of Schedule 2 (the Buyer receiving them, where appropriate, as agent for the Company or its nomineethe Subsidiaries) free and clear of all Encumbrances and credited as fully paid on terms provided 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 each of the Issuer Sellers shall be liable to deliver or cause to be delivered such documents in respect of the Subscription Shares himself or itself only and not in the branch register respect of members of the Issuer maintained by Computershareany other Seller;
(b) each of the Issuer Management Sellers shall deliver or cause to be delivered to the SubscriberBuyer the items listed in Part 2 of Schedule 2 (the Buyer receiving them, each in form and substance to where appropriate, as an agent for the reasonable satisfaction of Company or 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 AgreementSubsidiaries);
(Bc) authorising a specified person the Buyer shall deliver or persons cause to execute this Agreement on be delivered to the Issuer’s behalfSellers the items listed in Part 3 of Schedule 2;
(Cd) authorising a specified person the Buyer shall procure the delivery to the Sellers’ Solicitors for the account of the Sellers of an electronic transfer in favour of the Sellers’ Solicitors for the amount of the Consideration;
(e) the Buyer shall loan an amount equal to the amount of the Bank Indebtedness which is owed by Xxxxxx Xxxxxxxx Inc. (“DSI”) (at signing approximately €23,500,000) (the “Canadian Indebtedness”) to Xxxxxx Xxxxxxxx Holdings 3 Limited (“DSH3”) following which DSH3 shall pay an amount equal to the Canadian Indebtedness in part repayment of the intra-group debt owed by DSH3 to MFS, following which an amount equal to the Canadian Indebtedness shall be further on lent by MFS to DSI to enable repayment of that part of the Bank Indebtedness equal to the Canadian Indebtedness by DSI; and
(f) the Buyer shall procure the repayment by or persons, on behalf of the Issuerrelevant Group Company of such amount as is equal to the Bank Indebtedness by an electronic transfer in favour of The Royal Bank of Scotland Plc, such account entries having previously been made to sign, execute and/or despatch all documents reflect the loans 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 payments 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 nomineeclause 7.2(e);
(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.
Appears in 1 contract
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 XXX shall deliver to the Subscriber, each in form and substance to the reasonable satisfaction of the SubscriberXXX Online:
(i) a certified true copy an instrument of transfer duly executed by XXX (including any document, such as necessary waivers of pre-emption rights as may be required to enable XXX Online to be registered as the holder of each of the Board resolutions approving and/or ratifying the matters below:
(A) approving the terms of, Laurustinus Assignment Share and the transactions contemplated by, this Agreement and resolving that the Issuer executes this Agreement;
(BLahiji Assignment Share) authorising a specified person or persons to execute this Agreement on the Issuer’s behalf;
(C) authorising a specified person or persons, on behalf in respect of each of the Issuer, to sign, execute and/or despatch all documents Laurstinus Assignment Share and notices to be signed, executed and/or despatched by it under or the Lahiji Assignment Share in connection with this Agreementfavour of XXX Online; 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 Laurstinus Assignment Share and the name of the Subscriber (or its nominee)Lahiji Assignment Share for cancellation;
(iiib) a certified true copy Rich Wealth shall deliver to XXX Online:
(i) an instrument of transfer duly executed by each of Rich Wealth and its nominee in respect of the confirmation letter issued by Computershare confirming that AIS Assignment Shares (including any document, such as necessary waivers of pre-emption rights as may be required to enable XXX Online to be registered as the Subscriber (or its nominee) is the registered holder of the Subscription AIS Assignment Share) in favour of XXX Online and its nominee, respectively; and
(ii) the original share certificates in respect of such AIS Assignment Shares for cancellation;
(c) XXX Online shall issue and allot a total of three (3) new XXX Online Shares to XXX as set out in Clause 1.2 and shall deliver to XXX the original share certificate(s) in respect of the allotment of such new XXX Online Shares;
(ivd) a copy of a resolution of the approval from board of directors of XXX Online approving the HKSE for registration of XXX as the listing of, and permission registered owner of the new XXX Online Shares referred to deal in, all the Subscription Sharesin Clause 1.2; and
(ve) a closing certificatecopies of resolutions of each of the board of directors of XXX and Rich Wealth, dated authorizing the execution of and the performance by XXX or Rich Wealth (as at the Completion Date case may be) of their obligations under this Agreement and addressed to the Subscriber from the Issuer, executed transactions contemplated 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 fulfilmentit.
Appears in 1 contract
At Completion. all (but not some part only, unless except where and to the Subscriber so agreesextent as agreed by the Vendors and the Purchaser) of the following business shall be transacted:simultaneously transacted:-
(a) the Issuer Summer Unicorn shall issue the Subscription Shares and Xx. Xxx shall procure Summer Unicorn to deliver 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 (Purchaser or procure the share registrar to registerdelivery of:-
(i) the Subscriber as a registered shareholder duly executed standard transfer form and sold notes in respect of all of the Issuer SU Sale Shares in favour of the Purchaser or its nominees together with the original share certificate issued in the name of Summer Unicorn in respect of the Subscription Shares in the branch register of members of the Issuer maintained by ComputershareSale Shares;
(bii) irrevocable powers of attorney (in such form as the Issuer shall deliver Purchaser may reasonably require) executed by Summer Unicorn in favour of the Purchaser to enable the Purchaser (pending registration of the said transfers) to exercise all voting and other rights attaching to the Subscriber, each in form Sale Shares (subject to any restrictions under the Takeovers Code) and substance to the reasonable satisfaction of the Subscriber:appoint proxies for that purpose; and
(iiii) a certified true copy of a resolution of the Board resolutions approving and/or ratifying directors of Summer Unicorn authorising the matters below:
(A) approving the terms of, execution and completion of this Agreement 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
(Div) a specimen cheque payable to 'The Government of the signature Hong Kong Special Administrative Region' for 50% of each person authorised by the resolution referred aggregate stamp duty payable on the bought and sold notes and the standard transfer form in connection with the sale and purchase of the SU Sale Shares; and
(v) such other documents as may be reasonably required to give a good title to the SU Sale Shares and to enable the Purchaser or its nominee to become the registered holder of the SU Sale Shares;
(b) Heavenly White shall and Xx. Xxxxxx shall procure Heavenly White to deliver to the Purchaser or procure the delivery of:-
(i) duly executed standard transfer form and sold notes in Clause 4.3(b)(i)(B) aboverespect of all of the HW Sale Shares in favour of the Purchaser or its nominees together with the original share certificate issued in the name of Heavenly White in respect of the Sale Shares;
(ii) irrevocable powers of attorney (in such form as the original definitive share certificates Purchaser may reasonably require) executed by Heavenly White in respect favour of the Subscription Shares in Purchaser to enable the name Purchaser (pending registration of the Subscriber said transfers) to exercise all voting and other rights attaching to the Sale Shares (or its nominee)subject to any restrictions under the Takeovers Code) and to appoint proxies for that purpose;
(iii) a certified true copy of the confirmation letter issued by Computershare confirming that the Subscriber (or its nominee) is the registered holder a resolution of the Subscription Shares;directors of Heavenly White authorising the execution and completion of this Agreement and the transactions contemplated under this Agreement; and
(iv) a copy cheque payable to 'The Government of the approval from Hong Kong Special Administrative Region' for 50% of the HKSE for aggregate stamp duty payable on the listing of, bought and permission to deal in, all sold notes and the Subscription standard transfer form in connection with the sale and purchase of the HW Sale Shares; and
(v) such other documents as may be reasonably required to give a closing certificate, dated as at good title to the HW Sale Shares and to enable the Purchaser or its nominee to become the registered holder of the HW Sale Shares;
(c) the Vendors shall and the Vendor Guarantors shall procure the Vendors to:-
(i) cause the persons nominated by the Purchaser and not objected to by the Stock Exchange or the SFC to be validly appointed (by procuring the necessary board resolutions of the Company to be duly passed by the Completion Date approving the same) as the Directors and authorised representatives of the Company, and directors of the other members of the Group and persons nominated by the Purchaser to be the company secretary of the members of the Group with effect from the earliest time permitted under (or pursuant to any dispensation from) the Takeovers Code or by the SFC. Names of the initial nominees of the Purchasers for all relevant positions are set out in Part C of Schedule 2. Where any or all of the initial nominees is objected by the Stock Exchange or the SFC to be appointed as a director, secretary or any position of any member of the Group, the Purchaser shall be entitled to replace the relevant nominee;
(ii) cause such Directors (other than the independent non-executive Directors), company secretary and authorised representatives of the Company and directors and other officers of other members of the Group whose names are set out in Part B of Schedule 2 to this Agreement to give notice to resign as Directors, company secretary and/or directors of any members of the Group, (and procure the necessary board resolutions of the Company and Group Companies to be duly passed by the Completion Date noting the same) with effect from the earliest time permitted under (or pursuant to any dispensation from) the Takeovers Code or by the SFC and in each case cause any person so resigning as director or company secretary to deliver to the Purchaser a letter under seal or otherwise executed as a deed addressed to the Subscriber from Company and/or the Issuer, executed by a Director (or another duly authorised signatoryrelevant Group Company(ies) and substantially in the form set out in Part A of Schedule 22 acknowledging that the person so resigning has no claim outstanding for compensation or otherwise. Provided that in respect of Ample Construction, the effective date of resignation of Xx. Xxx and attaching thereto as exhibits Xx. Xxxxxx shall be the day after the expiry of their respective Handover Period; and
(iii) give all supporting documentsrequired instructions to the banks to change the signing authorities for all bank accounts of the Group and procure the necessary board resolutions of the relevant member(s) of the Group to be duly passed approving the same so that such accounts will be operated by the signatories of such person(s) nominated by the Purchaser with effect from the effective date of the appointment of the Directors nominated by the Purchaser under Clause 5.2(c)(i);
(iv) deliver a certificate of good standing issued by the Registrar of Corporate Affairs in the British Virgin Islands (which shall be dated the date falling no earlier than 10 days before the Completion Date) in respect of Thrive Tide Limited (“Certificate of Good Standing”) in electronic format at Completion, showing such fulfilment.with the original Certificate of Good Standing to be delivered after Completion in accordance with Clause 6.9;
Appears in 1 contract
Samples: Sale and Purchase Agreement
At Completion. all (but not some only, unless the Subscriber so agrees) of the following business shall be transacted:
(a) the Issuer Seller shall issue the Subscription Shares deliver 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 Buyer 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 transfer order in respect of the Subscription Sale Shares in the branch register form described in Part B of members Appendix 5 duly completed and executed in favour of the Issuer maintained by ComputershareBuyer together with any certificate(s) for the Sale Shares ;
(b) the Issuer Seller shall deliver to the SubscriberBuyer the letter in the form described in Part A of Appendix 5 duly executed by the Seller, each in form and substance giving power to update the register of shareholders of KIBALI following the transfer of the Sale Shares ( the “KIBALI Transfer Letter”);
(c) the Buyer shall pay to the reasonable satisfaction Seller the Sale Price less an amount equal to the sum of (i) the Debt Adjustment; (ii) the Balancing Retirement Amount; (iii) the Retirement Amount Financed by KIBALI and the (iv) the Social Fund Amount. The Sale Price less the applicable deductions shall be paid in cash via international bank transfer to the account the details of which will be specified by the Seller to the Buyer at least fifteen (15) Business Days prior to the date of Completion. Receipt of the Subscriber:funds corresponding to the payments referred to under this clause 6.4 (c) and clauses 6.4 (e), (f), (g) and (i)shall be proper discharge by the Buyer of its obligation to pay the Sale Price. For the avoidance of doubt, no transfer of title in the Sale Shares shall occur (i.e. beneficial ownership shall not transfer and the transfer of the Sale Shares shall not be registered in KIBALI’s share register), unless and until such payments shall have been made by the Buyer and received by the addressees in the manner described in this clause 6.4 (c), and clauses 6.4 (e), (f), (g) and (i);
(d) the Buyer shall deliver to the Seller the KIBALI Transfer Letter duly countersigned;
(e) the Buyer shall make immediate payments of the amount represented by the Debt Adjustment to the persons set out in the final certification of the Debt referred to in clause 6.3 such that the amount of Debt shall be entirely repaid in full;
(f) the Buyer shall pay the Balancing Retirement Amount in cash via an international bank transfer to a bank account notified to the Buyer by the Seller within the time set out in clause 6.4 (c) . Following the reception of this amount, the Seller shall as soon as reasonably practicable make payment of the Balancing Retirement Amount to such employees or former employees of the Seller as have been recognised as having amounts due to them. The Seller undertakes to use the monies in the account referred above solely for the purposes of discharging its obligations to make the payments as set out in the final report of the Cabinet CMA. In the event that some amounts remain available, further to the payment of all employees or former employees set out by the report of the Cabinet CMA, they shall be accounted to the Seller;
(g) the Buyer shall pay the Retirement Amount Financed by KIBALI in cash via an international bank transfer to a bank account notified to the Buyer by KIBALI, such account to be in the name of KIBALI. As soon as it shall be satisfied with regard to the modalities of payments in respect of the Retirement Amount Financed by KIBALI and the provisions to ensure that the Seller’s employees acknowledge receipt of the amounts that are due to them, KIBALI shall as soon as practicable make payment of the Retirement Amount Financed by KIBALI to the Seller to enable it to make payment to such employees or former employees of the Seller who have been recognised amounts due to them. The Seller undertakes to use the monies referred to above solely for the purposes of discharging its obligations to make the payments as set out in the final report of the Cabinet CMA, but not exceeding the Retirement Amount Financed by KIBALI. The parties agree that when KIBALI has made such payments, it will have discharged its obligations as set out in Clause 16.10 of the Original JV Contract in full. Likewise, the Seller shall be considered as having made full repayment of such amount and shall not be bound by any obligation in this respect;
(h) Notwithstanding clause 6.4
(g) the Buyer, the Seller and KIBALI may agree that some of all of the amount of Retirement Amount Financed by KIBALI be advanced to the Seller before Completion in order to allow the Seller to observe its obligations towards its employees and former employees. To the extent that the Retirement Amount Financed by KIBALI is advanced prior to Completion then the amount so advanced will be considered as an Adjusted Debt and will be settled in the manner provided in clause 6.4 (e). The balance, if any, will be governed by clause 6.4 (g). KIBALI will be discharged from its obligations as set out in Clause 16.10 of the Original JV Contract to the extent of all amounts advanced under the terms of this clause 6.4 (h).
(i) The Buyer shall pay the Social Fund Amount in cash via an international bank transfer to a certified true copy of bank account notified to the Board resolutions approving and/or ratifying Buyer by 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 Seller on the Issuer’s behalf;
same basis as set out in clause 6.4 (C) authorising c). This account shall be 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 separate bank account in the name of OKIMO and the Subscriber (or its nominee);
(iii) a certified true copy monies placed in it used solely for the purposes set out below. The Seller undertakes to the Buyer to use the Social Fund Amount for the purposes of building roads. an airfield, hospitals and other social and infrastructure works in the Doko region in the vicinity of the confirmation letter issued by Computershare confirming that Moto Gold Project . OKIMO shall provide quarterly reports to KIBALI and the Subscriber (or its nominee) is Buyer concerning the registered holder use of the Subscription Shares;
(iv) a copy of funds and 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 fulfilmentprojects developed.
Appears in 1 contract
At Completion. all (but not some only, unless the Subscriber so agrees) of the following business shall be transacted:
(a) each Seller shall release their stock transfer form(s) and transfer the Issuer shall issue the Subscription Sale 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 ComputershareUM;
(b) the Issuer shall deliver to the Subscriber, each in form and substance to the reasonable satisfaction a meeting of the Subscriberboard of directors of the Company shall be held and board minutes shall be approved and signed by the chairman of the meeting (or written resolutions of the board of directors of the Company shall be entered into by each director) pursuant to which the Company shall:
(i) a certified true copy ratify the terms of the Board resolutions approving and/or ratifying Company Resolutions and the matters belowNew Articles and the circulation of these to the Sellers;
(ii) ratify the terms of the Required Consents and the circulation of these to those parties to such Required Consents;
(iii) ratify the terms of and entry into this Agreement;
(iv) approve the terms of and entry into each of the documents to be entered into by the Company which are referred to herein as being in agreed form;
(v) subject to receipt of the stock transfer forms in relation to the Sale Shares duly stamped and (where appropriate) adjudicated:
(A) approving register the terms of, transfer of the Sale Shares from the Sellers to UM;
(B) cancel the share certificates held by the Sellers in respect of the Sale Shares; and
(C) execute and deliver share certificate(s) to UM for the transactions contemplated by, this Agreement Sale Shares;
(vi) approve the resignation of the Resigning Directors as directors of the Company;
(vii) approve the form of and resolving that entry into the Issuer executes Director Deed of Indemnity with each New Director;
(viii) approve the appointment of the New Directors as directors of the Company; and
(ix) pass any such other resolutions as may be required to carry out the obligations of the Company under this Agreement;
(Bc) authorising a specified person meeting of the Board shall be held and board minutes shall be approved and signed by the chairman of the meeting (or persons written resolutions of the Board shall be entered into by each director) pursuant to execute this Agreement which UM shall:
(i) ratify the terms of the UM Resolutions and the circulation of these to the shareholders of UM eligible to vote on the Issuer’s behalfeach;
(Cii) authorising a specified person or persons, on behalf ratify the terms of and entry into this Agreement and the Disclosure Letter;
(iii) approve the terms of and entry into this Agreement and each of the Issuer, to sign, execute and/or despatch all documents and notices to be signedentered into by UM which are referred to herein as being in the agreed form;
(iv) issue the UM Shares credited as fully paid to each of the Sellers in the numbers set out in column (5) of the table in Schedule 1, executed and/or despatched and enter the name of each of such Sellers in the register of members (and, in the case of a Seller who is already a shareholder of UM, make an additional entry next to their name in the register of members);
(v) execute and deliver a share certificate to each of the relevant Sellers for the UM Shares set out against its name in column (5) of the table in Schedule 1; and
(vi) pass any such other resolutions as may be required to carry out the obligations of UM under this Agreement;
(d) each Seller (other than each Preference Seller) shall enter into and deliver to UM a Power of Attorney;
(e) each Seller shall enter into and deliver to UM a Voting Power of Attorney;
(f) each Seller and the Company shall sign and deliver to UM its signature to the Deed of Termination;
(g) UM shall deliver a notice to the Company confirming that it is a registrable relevant legal entity (within the meaning of section 790C of the Act) in relation to the Company;
(h) the Company shall sign and deliver a Director Deed of Indemnity to each New Director and UM shall procure that each New Director shall sign and deliver the same to the Company;
(i) the Company shall provide copies of each of the Required Consents to UM, which shall have been obtained, not repudiated, in full force and effect and in form and substance reasonably satisfactory to UM;
(j) UM shall file Companies House form SH01 (return of allotment of shares) in respect of the allotment of the UM Shares pursuant to this Agreement;
(k) the Company shall make all filings with Companies House as made be required by it under or the actions set out in connection with this Agreement; and
(Dl) all necessary tax filings and elections shall be made, including submitting stock transfer forms for stamping. For the purposes of this Schedule: 409A Plan means a specimen nonqualified deferred compensation plan (as such term is defined under Section 409A(d)(1) of the signature Code, as amended and the guidance thereunder) under which the Company or any of each person authorised by its Subsidiaries makes, is obligated to make or promises to make, payments; Accounts means the resolution referred to in Clause 4.3(b)(i)(B) above;
(ii) the original definitive share certificates in respect financial statements of the Subscription Shares Company for the twelve (12) Month period ended on the Accounts Date in the name agreed form, consisting of an unaudited balance sheet 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 Company as at the Completion Accounts 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.notes thereto;
Appears in 1 contract
Samples: Contribution Agreement (Centessa Pharmaceuticals LTD)
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 TXX shall deliver to the Subscriber, each in form and substance to the reasonable satisfaction of the SubscriberTXX Online:
(i) a certified true copy an instrument of transfer duly executed by TXX including any document, such as necessary waivers of pre-emption rights as may be required to enable TXX Online to be registered as the holder of each of the Board resolutions approving and/or ratifying the matters below:
(A) approving the terms of, Laurustinus Assignment Share and the transactions contemplated by, this Agreement and resolving that the Issuer executes this Agreement;
(BLahiji Assignment Share) authorising a specified person or persons to execute this Agreement on the Issuer’s behalf;
(C) authorising a specified person or persons, on behalf in respect of each of the Issuer, to sign, execute and/or despatch all documents Laurstinus Assignment Share and notices to be signed, executed and/or despatched by it under or the Lahiji Assignment Share in connection with this Agreementfavour of TXX Online; 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 Laurstinus Assignment Share and the name of the Subscriber (or its nominee)Lahiji Assignment Share for cancellation;
(iiib) a certified true copy Rich Wealth shall deliver to TXX Online:
(i) an instrument of transfer duly executed by each of Rich Wealth and its nominee in respect of the confirmation letter issued by Computershare confirming that AIS Assignment Shares (including any document, such as necessary waivers of pre-emption rights as may be required to enable TXX Online to be registered as the Subscriber (or its nominee) is the registered holder of the Subscription AIS Assignment Share) in favour of TXX Online and its nominee, respectively; and
(ii) the original share certificates in respect of such AIS Assignment Shares for cancellation;
(c) TXX Online shall issue and allot a total of three (3) new TXX Online Shares to TXX as set out in Clause 1.2 and shall deliver to TXX the original share certificate(s) in respect of the allotment of such new TXX Online Shares;
(ivd) a copy of a resolution of the approval from board of directors of TXX Online approving the HKSE for registration of TXX as the listing of, and permission registered owner of the new TXX Online Shares referred to deal in, all the Subscription Sharesin Clause 1.2; and
(ve) a closing certificatecopies of resolutions of each of the board of directors of TXX and Rich Wealth, dated authorizing the execution of and the performance by TXX or Rich Wealth (as at the Completion Date case may be) of their obligations under this Agreement and addressed to the Subscriber from the Issuer, executed transactions contemplated 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 fulfilmentit.
Appears in 1 contract
At Completion. all (but not some part only, unless except where and to the Subscriber so agreesextent as mutually agreed by the Parties in writing) of the following business businesses shall be transacted:transacted:-
(a) the Issuer Vendor 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 declareddeliver, paid or made by the Issuer after the Completion Date) and shall promptly thereafter register (or procure the share registrar BVI Holdco to registerdeliver, to the Purchaser:-
(i) the Subscriber as a registered shareholder duly executed instrument of the Issuer transfer in respect of the Subscription Sale Shares by the BVI Holdco in favour of the Purchaser;
(ii) the new share certificate of the Sale Shares in the branch name of the Purchaser;
(iii) evidence or the latest register of members of the Issuer maintained by ComputershareTarget Company confirming that the Sale Shares represent the entire issued share capital of the Target Company and the Purchaser has been registered in the register of members of the Target Company as the sole holder and/or nominee holder of the Sale Shares as of the date of such delivery;
(b) the Issuer shall deliver to the Subscriber, each in form and substance to the reasonable satisfaction of the Subscriber:
(iiv) a certified true copy of the Board resolutions approving and/or ratifying written resolution(s) of the matters below:
(Adirector(s) or minutes of a board meeting of the Vendor, or counterparts thereof that in aggregate bear the signature of each of those directors, approving the terms of, execution of this Agreement and the transactions contemplated by, this Agreement and resolving that the Issuer executes this Agreementhereunder;
(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);
(iiiv) a certified true copy of the confirmation letter written resolution(s) of the director(s) or minutes of a board meeting of the BVI Holdco, or counterparts thereof that in aggregate bear the signature of each of those directors, approving the transfer of the Sale Shares to the Purchaser;
(vi) a certified true copy of the minutes of the EGM approving, confirming and ratifying, among other things, the execution of this Agreement and the transactions contemplated hereunder;
(vii) one original director’s certificate duly executed by the Vendor and dated the Completion Date confirming that all the Vendor’s Warranties remain true and accurate and not misleading in any respect, in form and substance satisfactory to the Purchaser;
(viii) a notice issued by Computershare confirming that the Subscriber (or Target Company to its nominee) is agent in the registered holder British Virgin Islands on the change of the Subscription Sharescontact person/administrator of the Target Company and instructions to update the register of members of the Target Company in accordance with the terms and intent of the instrument of transfer referred to in Clause 5.2(a)(i);
(ix) the certified true copy of the Completion Accounts;
(x) two originals of the Deed of Assignment duly executed by the BVI Holdco, pursuant to which the BVI Holdco shall agree to assign to the Purchaser and the Purchaser shall agree to accept all rights, title and benefits in respect of the Shareholder’s Loan;
(xi) if so required by the Purchaser on the matters in accordance with Clause 5.2(b)(i) and 5.2(b)(ii), the certified true copy(ies) of the board resolutions of the relevant member(s) of the Target Group approving the matters referred to in Clause 5.2(b)(i) and 5.2(b)(ii);
(xii) the certified true copy of the minutes of the board meeting of the Target Company referred to in Clause 5.2(d); and
(xiii) all such other documents as may be required by the Purchaser in its absolute discretion that are necessary or desirable for the consummation of the transactions contemplated in this Agreement.
(b) the Vendor shall:-
(i) if so required by the Purchaser in writing not less than three Business Days prior to the Completion Date, cause such person as the Purchaser may nominate to be validly appointed (by procuring the necessary board resolutions of the relevant member(s) of the Target Group to be duly passed on or before the Completion Date approving the same) as director(s) and/or company secretary(ies) of the relevant member(s) of the Target Group with effect from Completion;
(ii) if so required by the Purchaser in writing not less than three Business Days prior to the Completion Date, cause all the director(s) of the relevant member(s) of the Target Group and/or the company secretary(ies) and/or designated representative to the significant controllers register of the relevant member(s) of the Target Group as nominated by the Vendor to give notice to resign as director(s) and/or company secretary(ies) and/or designated representative to the significant controllers register of the relevant member(s) of the Target Group (by procuring the necessary board resolutions of the relevant member(s) of the Target Group to be duly passed on or before the Completion Date approving the same) with effect from Completion;
(iii) subject to Clause 5.2(b)(ii), provide letters of resignations from all the director(s) of the relevant member(s) of the Target Group and/or all the company secretary(ies) of the relevant member(s) of the Target Group signed by each of the resigning directors and/or the company secretaries, and waiving any rights or claims (whether or not accrued or arisen) which such director(s) and/or the company secretary(ies) may have under his/her contract of employment or otherwise save for any statutory compensation to which he/she is entitled by law, such resignations to take effect from Completion;
(iv) a copy if so required by the Purchaser in writing, procure the relevant member(s) of the approval Target Group to cause (a) such person(s) as the Purchaser may nominate to be validly appointed as the authorised signatory(ies) of the bank accounts and/or securities accounts of the relevant member(s) of the Target Group; and (b) the resignation of some or all of the existing authorised signatory(ies) of the bank accounts and/or securities accounts of the relevant member(s) of the Target Group as nominated by the Vendor, with effect from the HKSE for Completion Date or such later date as is specified by the listing of, and permission Purchaser (by procuring the necessary board resolutions of such members of the Target Group to deal in, all be duly passed approving the Subscription Sharessame); and
(v) procure that all statutory and other books and records (including financial records) duly written up to date of the Target Company and its wholly-owned subsidiaries and their respective certificates of incorporation, current business registration certificates and common seals and company chops and any other papers, records and documents of the Target Company and its wholly-owned subsidiaries entered into by them or dated or prepared, and the title documents and other relevant correspondences with respect to the Properties, are kept in secure conditions at the respective existing offices of the Target Company and its wholly-owned subsidiaries.
(c) the Purchaser shall deliver, or procure to be delivered, to the Vendor:-
(i) duly executed instrument of transfer in respect of the Sale Shares by the Purchaser in favour of the BVI Holdco;
(ii) evidence of the electronic transfer (or such other method as agreed between the Vendor and the Purchaser in writing) in the amount of the Consideration to the BVI Holdco and/or any nominee(s) as instructed by the Vendor;
(iii) certified true copy of the written resolutions of the director(s) or minutes of a closing certificate, board meeting of the Purchaser approving the execution of this Agreement and the transactions contemplated hereunder;
(iv) one original director’s certificate duly executed by the Purchaser and dated as at the Completion Date confirming that all the Purchaser’s Warranties remain true and addressed accurate and not misleading in any respect, in form and substance satisfactory to the Subscriber from Vendor;
(v) two originals of the Issuer, Deed of Assignment duly executed by the Purchaser, pursuant to which the BVI Holdco shall agree to assign to the Purchaser and the Purchaser shall agree to accept all rights, title and benefits in respect of the Shareholder’s Loan;
(vi) original consents to act as director signed by each of the persons to be appointed as a Director director of the relevant member(s) of the Target Group with effect from Completion (if any); and
(vii) all such other documents as may be required by the Vendor in its absolute discretion that are necessary or another duly authorised signatorydesirable for the consummation of the transactions contemplated in this Agreement.
(d) the Vendor shall cause a board meeting of the Target Company to be held to pass resolutions to accept and substantially in approve the form set out in Schedule 2transfer of the Sale Shares, the registration of the Purchaser as holder of the Sale Shares, and attaching thereto as exhibits all supporting documents, showing such fulfilmentthe issue of new share certificate(s) of the Sale Shares to the Purchaser with effect from Completion.
Appears in 1 contract
At Completion. all (but not some only, unless the Subscriber so agrees) of the following business shall be transactedBuyer shall:
(a) the Issuer shall issue the Subscription Shares deliver 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 Sellers the existing issued Shares (including the right to rank in full for all distributions declared, paid or made Completion Date Disclosure Letter duly counter-signed 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 ComputershareBuyer;
(b) the Issuer shall deliver to the Subscriber, each in form and substance Sellers the Tax Covenant duly counter-signed by the Buyer;
(c) deliver to the reasonable satisfaction Sellers the Letter of Instruction duly executed by the Buyer and the Buyer’s Solicitors;
(d) deliver to each Seller a certified copy of each power of attorney under which any document to be delivered to the relevant Seller has been executed by the Buyer;
(e) deliver to each Seller a certified copy of a resolution of board of directors of the Subscriber:Buyer approving the acquisition of the Shares and execution of the Agreement and the Transaction Documents and other necessary documents;
(f) pay to Seller 1 and Seller 2 the respective sums required by clause 3.2(a) and clause 3.2(b) in the manner set out in clause 3.2 and deliver to the Sellers a confirmation from its bank (which shall be in the form of a SWIFT confirmation) that the transfer of such amounts has been made to the Sellers;
(g) pay the Seller 1 Escrow Amount and the Seller 2 Escrow Amount into the Escrow Account and deliver to the Sellers a confirmation from its bank (which shall be in the form of a SWIFT confirmation) that the transfer of such amounts has been made to the Escrow Account;
(h) deliver the Letter of Instruction duly executed by the Buyer and the Buyer’s Solicitors;
(i) deliver to the Sellers a certified true copy duly executed appointment 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 service appointing 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 service agent in connection England in accordance with this Agreementclause 22.12; and
(Dj) 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 pay to the Subscriber applicable party set forth in SCHEDULE 2 that amount set forth opposite such party’s name in SCHEDULE 2 and deliver to such party a confirmation from the Issuer, executed by a Director its bank (or another duly authorised signatory) and substantially which shall be in the form set out in Schedule 2, and attaching thereto as exhibits all supporting documents, showing of a SWIFT confirmation) that the transfer of such fulfilmentamount has been made to such party.
Appears in 1 contract
At Completion. all (but not some part only, unless except where and to the Subscriber so agreesextent as agreed by the Vendor and the Purchaser) of the following business shall be transacted:transacted:-
(a) the Issuer Vendor shall issue pay the Subscription Shares Compensation to the Subscriber Purchaser in accordance with Clause 3.2 (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 Dateif required) and shall promptly thereafter register deliver to the Purchaser:-
(or procure the share registrar to registeri) the Subscriber as a registered shareholder sold note and instrument of the Issuer transfer in respect of the Subscription Sale Shares in the branch register of members favour of the Issuer maintained Purchaser or its nominee duly executed by Computersharethe Vendor;
(ii) all powers of attorney or other authorities under which the instrument of transfer and sold notes (if applicable) in respect of the Sale Shares have been executed;
(iii) original share certificate issued in the name of Vendor in respect of the Sale Shares;
(iv) such waivers or consents as the Purchaser may require to enable the Purchaser and/or its nominees to have good title to and to be registered as the holders of any of the Sale Shares;
(v) a counterpart of the Deed of Indemnity duly executed by the Vendor Guarantor;
(vi) resignation letters duly executed by the relevant directors, company secretary, supervisor, legal representative and/or statutory internal auditors (both effective and deputy) (where applicable) of the Group referred in Clause 7.2(b)(i) (substantially in the same form in Schedule 2);
(vii) certified copies of the minutes evidencing the board meetings and/or shareholders’ meeting (if required) and/or directors’ written resolutions and/or shareholders’ written resolutions (if required) referred to in Clause 7.2(b)(ii);
(viii) a cheque or cashier order made payable to the Government of HKSAR for 50% of the stamp duty in connection with the sale and purchase of the Sale Shares;
(ix) a certificate dated as of the Completion Date in the agreed form duly executed by the Vendor certifying that the Conditions set out in Clause
5.1 have been fulfilled;
(x) copies of all consents, confirmations, permits, approvals, licences and authorisations obtained under the Condition set out in Clause 5.1(b); and
(xi) such other documents as may be required to give to the Purchaser good title to the Sale Shares and to enable the Purchaser or its nominees to become the registered holders thereof;
(b) the Issuer Vendor shall deliver to the Subscriber, each in form and substance to the reasonable satisfaction of the Subscriber:procure that:-
(i) a certified true copy the existing directors, company secretary, supervisor, legal representative and/or statutory internal auditors (both effective and deputy) (where applicable) of the Board resolutions approving Company and other members of the Group as requested by the Purchaser to resign as directors, company secretary, supervisor, legal representative and/or ratifying statutory internal auditors (both effective and deputy) (where applicable) of the matters below:Company and the other members of the Group (where applicable) and shall deliver letters of resignation (substantially in the same form in Schedule 2) from office as a director, company secretary, supervisor, legal representative and/or statutory internal auditor (both effective and deputy) (where applicable) with effect from Completion acknowledging that they have no outstanding claims against the Company and the other members of the Group (where applicable);
(Aii) approving board meeting and/or shareholders’ meeting (if required) of the terms of, Company and the transactions contemplated byother members of the Group to be held and/or effective written resolutions of the directors or shareholders (if required) of the Company and the other members of the Group to be passed for the purpose of approving and effecting the implementation of the following(s):
(1) such persons as the Purchaser may nominate (by written notice to the Vendor no later than five Business Days prior to the Completion Date) to be validly appointed as directors, this Agreement company secretary, supervisor, legal representative and/or statutory internal auditors (both effective and resolving deputy) (where applicable) of the Company and the other members of the Group with effect from the Completion Date;
(2) with effect from the Completion Date, the revocation of all authorities to the banks of each member of the Group relating to bank accounts and procure the giving of authority to such persons as the Purchaser may nominate to operate the same, provided that the Issuer executes Purchaser shall have provided the Vendor with the names of such persons at least five Business Days before the Completion Date; and
(3) such other matters as the Purchaser may reasonably require shall be dealt with and resolved upon to give effect to this Agreement;
(Biii) authorising a specified person or persons all the statutory and other books and records (including financial records) duly written up to execute this Agreement on the Issuer’s behalf;
(C) authorising a specified person or persons, on behalf date of each member of the IssuerGroup and their respective certificates of incorporation, current business registration certificates and common seals and any other papers, records, agreements, contracts, title deeds and documents of each member of the Group entered into by each member of the Group or prepared (collectively, the “Corporate Documents”) are kept at the registered office of the respective member of the Group, and those Corporate Documents which are kept by the Vendor or the Company in Hong Kong shall be delivered to signthe Purchaser at 2/F, execute and/or despatch all documents and notices to be signedPopOffice, executed and/or despatched by it under or in connection with this Agreement0 Xxxx Xxx Street, Xxxxxx Xxxx O, New Territories, Hong Kong ; and
(Div) a specimen the title documents and keys of the signature Owned Property are kept at the registered office of each person authorised by Italian Subsidiaries of Xxx Xxxxxxxx Xxxxxxxx, 2, 40050 Funo di Argelato, Bologna, Italy;
(c) the resolution referred to Purchaser shall:-
(i) pay the Completion Payment (if any) in accordance with Clause 4.3(b)(i)(B) above3.3(a);
(ii) the original definitive share certificates in respect a counterpart of the Subscription Shares in Deed of Indemnity duly executed by the name of the Subscriber (or its nominee);Purchaser; and
(iii) a certified true copy of a resolution of its board of directors, authorising the confirmation letter issued by Computershare confirming that execution and completion of this Agreement and 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 fulfilmenttransactions contemplated under this Agreement.
Appears in 1 contract
Samples: Share Purchase Agreement
At Completion. all (but not some only, unless the Subscriber so agreesA) of the following business shall RML sxxxx xxxxxxx x xxxxx xxxxxxx xx Xewco to be transactedheld at which:
(ai) it shall be resolved that the transfer of the Sale Shares shall be approved for registration and (subject only to the transfer being duly stamped) the Issuer shall Purchaser be registered as the holder of the Sale Shares in the register of members;
(ii) the allotment and issue of the Subscription New Shares to the Subscriber Purchaser shall be approved;
(or its nomineeiii) free and clear each 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 persons nominated by the Issuer after Purchaser pursuant to clause 6 (Purchaser's Management Appointees) shall be appointed directors and one of those persons (as nominated by the Purchaser) shall be appointed chairman of the board of directors, each such appointment to take effect on the Completion Date; and
(iv) and KPMG are appointed as auditors of Newco. RML shall promptly thereafter register (procure that minutes of such board meeting, certified as correct by the secretary of Newco, are delivered to the Purchaser 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 ComputersharePurchaser's Solicitors at Completion;
(bB) the Issuer RML shall deliver to the Subscriber, each in form and substance to Purchaser or the reasonable satisfaction of the SubscriberPurchaser's Solicitors:
(i) a certified true copy duly executed transfer in respect 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 Sale Shares in favour of the Issuer, to sign, execute and/or despatch all documents Purchaser and notices to be signed, executed and/or despatched by it under or in connection with this Agreement; and
(D) a specimen of share certificates for the signature of each person authorised by the resolution referred to in Clause 4.3(b)(i)(B) aboveSale Shares;
(ii) such waivers or consents as are required to enable the original definitive share certificates in respect Purchaser to be registered as holders of the Subscription Shares in the name of the Subscriber (or its nominee)Sale Shares;
(iii) a share certificate in respect of the New Shares and a certified true copy of Newco's register of members showing the confirmation letter issued by Computershare confirming that Purchaser as the Subscriber (or its nominee) is the registered holder of the Subscription New Shares;
(iv) a copy the Shareholders Agreement duly signed by itself, Regus Business Centre BV, PLC and Newco;
(v) the Services Agreement duly signed by each UK Subsidiary;
(vi) the Regus Brand Agreement duly signed by RML and the other parties thereto who are members of the approval from Remaining Regus Group;
(vii) the HKSE for the listing ofTax Covenant duly signed by PLC, RML and permission to deal in, all the Subscription SharesNewco; and
(vviii) 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 power of attorney in the form set out initialled by RML and the Purchaser;
(ix) the Letter of Instruction;
(x) a Form 403 in respect of the discharge of the charge over the leasehold premises at One Canada Square, Canary Wharf (as referred to in Schedule 28) (Schedule of Properties));
(xi) a loan agreement which evidences the loan referred to in paragraph (E) below;
(xii) a loan agreement evidencing a (pound)2,000,000 loan facility provided by the Purchaser to RML, repayable 12 months after draw-down of each tranche and attaching thereto bearing interest at a rate of four percentage points above LIBOR. Such loan shall be drawn down in tranches equal to and at the same time as exhibits all supporting documents, showing such fulfilment.dividends received by the Purchaser as provided for in clause 4.8(C);
Appears in 1 contract
Samples: Sale Agreement (Regus PLC)
At Completion. all (but not some part only, unless except where and to the Subscriber so agreesextent as agreed by the Vendors and the Purchaser) of the following business shall be transacted:simultaneously transacted:-
(a) each of the Issuer Vendors shall issue the Subscription Shares deliver to the Subscriber Purchaser or cause the delivery of:-
(or its nomineei) free duly executed instrument of transfer 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 sold notes in respect of all of the Subscription Sale Shares to be sold by it in favour of the Purchaser or its nominees together with evidence of the giving of the delivery instructions referred to in sub-paragraph (ii) below;
(ii) gives an irrevocable delivery instruction to its CCASS participant to input “delivery against payment” instructions in CCASS to deliver such Sale Shares on the Completion Date in accordance with the General Rules and the CCASS Operational Procedures issued by HKSCC from time to time to the credit of the Stock Accounts (as defined in the branch register of members General Rules) of the Issuer maintained Participants of the Purchaser;
(iii) irrevocable powers of attorney (in such form as the Purchaser may reasonably require) executed by Computershareit in favour of the Purchaser to enable the Purchaser (pending registration of the said transfers) to exercise all voting and other rights attaching to its Sale Shares (subject to any restrictions under the Takeovers Code) and to appoint proxies for that purpose; and
(iv) a certified copy of a resolution of its directors authorising the execution and completion of this Agreement and the transactions contemplated under this Agreement;
(v) a cheque payable to “The Government of the Hong Kong Special Administrative Region” for 50% of the aggregate stamp duty payable on the bought and sold notes and the instrument of transfer in connection with the sale and purchase of its Sale Shares;
(vi) the counterparts of the Escrow Agreement duly signed by it;
(vii) such other documents as may be reasonably required to give a good title to its Sale Shares and to enable the Purchaser or its nominee to become the registered holder of its Sale Shares; and
(b) the Issuer shall deliver to the Subscriber, each in form and substance to the reasonable satisfaction of the Subscriber:Vendors shall:-
(i) a certified true copy subject to compliance with the Listing Rules and the Takeovers Code, use their respective best endeavours to procure the Company to cause up to seven persons nominated by the Purchaser to be validly appointed (by using their respective best endeavours to procure the necessary board resolutions of the Board resolutions approving and/or ratifying Company to be duly passed by the matters below:
(A) Completion Date approving the terms of, same) as the Directors 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 directors of the Issuer, to sign, execute and/or despatch all documents other members of the Group and notices a person nominated by the Purchaser to be signed, executed and/or despatched by it under or in connection with this Agreement; and
(D) a specimen the company secretary of the signature Company and other members of each person authorised the Group with effect from the earliest time permitted under (or pursuant to any dispensation from) the Takeovers Code or by the resolution referred to in Clause 4.3(b)(i)(B) aboveSFC;
(ii) subject to compliance with the original definitive share certificates in respect Listing Rules and the Takeovers Code, use their respective best endeavours to cause such executive Directors and non-executive Director as may be required by the Purchaser to give notice to resign as Directors, (and use their respective best endeavours to procure the necessary board resolutions of the Subscription Shares in the name of the Subscriber (or its nominee);
(iii) a certified true copy of the confirmation letter issued Company to be duly passed 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 noting the same) with effect from the earliest time permitted under (or pursuant to any dispensation from) the Takeovers Code or by the SFC and in each case cause any person so resigning as director to deliver to the Purchaser a letter under seal or otherwise executed as a deed addressed to the Subscriber from the Issuer, executed by a Director (or another duly authorised signatory) and substantially Company in the form set out in Schedule 25 acknowledging that the person so resigning has no claim outstanding for compensation or otherwise;
(iii) subject to compliance with the Listing Rules and the Takeovers Code, use their respective reasonable endeavours to procure the Company to cause such independent non-executive Directors, company secretary of the Company and attaching thereto directors of other members of the Group as exhibits may be required by the Purchaser to give notice to resign as Directors, company secretary of the Company (as the case may be) and/or directors of any members of the Group, (and use their respective best endeavours to procure the necessary board resolutions of the Company and Group Companies to be duly passed by the Completion Date noting the same) with effect from the earliest time permitted under (or pursuant to any dispensation from) the Takeovers Code or by the SFC and in each case cause any person so resigning as director or company secretary to deliver to the Purchaser a letter under seal or otherwise executed as a deed addressed to the Company and/or the relevant Group Company(ies) in the form set out in Schedule 5 acknowledging that the person so resigning has no claim outstanding for compensation or otherwise; and
(iv) use their respective best endeavours to procure the Company to give all supporting documentsrequired instructions to the banks to change the signing authorities for all bank accounts of the Group Company(ies) and procure the necessary board resolutions of such Group Company to be duly passed approving the same so that such accounts will be operated by the joint signatories of two persons being one to be nominated by the Vendors (who shall be one of the Directors or officers of the Company) and the other person to be nominated by the Purchaser with effect from the Appointment Date;
(v) deliver a certificate of good standing issued by the Registrar of Corporate Affairs in the British Virgin Islands (which shall be dated the date falling no earlier than 10 business days before the Completion Date) in respect of each of Pine Care Health Initiative Limited, showing such fulfilmentGrand Prosper Holdings Limited, One Affinity Limited, Lorient Holdings Ltd. and Pine Care Titanium BVI Limited;
(vi) deliver to the Purchaser written confirmation, in the agreed form, signed by the Vendors that none of the Vendors is aware of any matter
(vii) deliver to the Purchaser one counterpart of the Deed of Indemnity, duly executed by each of the Vendors and the Company;
(c) the Purchaser shall:-
(i) pay to the Vendors the Completion Payment in accordance with Clause 2.4(a);
(ii) pay the Retention Amount into the Escrow Account in accordance with Clause 2.4(b);
(iii) deliver to the Vendors counterparts of the Deed of Indemnity, duly executed by the Purchaser;
(iv) deliver to the Vendors a certified copy of a resolution of its sole director, authorising the execution and completion of this Agreement and the transactions contemplated under this Agreement; and
(v) deliver to the Vendors counterparts of the Escrow Agreement, duly executed by the Purchaser.
Appears in 1 contract
Samples: Sale and Purchase Agreement
At Completion. all (but not some only, unless the Subscriber so agrees) of the following business shall be transacted:
(a) the Issuer parties shall issue enter into and complete 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;Purchase Agreement
(b) the Issuer Shareholders and Authoriszor shall procure that there shall be duly convened and held a meeting of the board of Directors of the Company to transact and unanimously resolve upon the business, set out in Schedule 5 and shall procure the passing of the resolutions set out in Schedule 3;
(c) in respect of the Initial Subscription Authoriszor shall deliver or cause to be delivered to the SubscriberCompany an application for the allotment to Authoriszor of 139,168 "D" Ordinary Shares ("Initial Subscription Shares") duly signed on behalf of Authoriszor together with a bankers draft (or such other form of payment as the Company may agree) in respect of the total Subscription price for such Initial Subscription Shares of (pound)250,000;
(d) the Company shall allot and issue the Initial Subscription Shares to Authoriszor upon payment being received by the Company and the Company shall register Authoriszor as the holder of the Initial Subscription Shares, each and shall prepare and deliver to Authoriszor share certificates in form respect thereof;
(e) AL and substance Xxxxxx Xxxxxx shall execute and exchange the Service Agreement;
(f) Xxxx Xxxxx shall be appointed a "D" Director pursuant to the reasonable satisfaction Articles of Association and on the terms set out in Clause 4;
(g) the statutory books of the Subscriber:Company shall be delivered to Authoriszor;
(h) Inc. shall procure that the sum of(pound)828,325 shall be paid into the Blocked Account provided always that such sum shall be released to Inc. upon a conditional on demand bank guarantee for such sum being provided by Inc. to the Shareholders in terms reasonably satisfactory thereto which Inc. shall use its reasonable endeavours to procure as soon as reasonably possible.
(i) a certified true copy of the Board resolutions approving and/or ratifying the matters below:
(A) approving the terms of, Inc. shall execute 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 deliver to the Subscriber from Shareholders 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 fulfilmentCharge.
Appears in 1 contract
At Completion. all (but not some only, unless a) in exchange for the Subscriber so agrees) payment of the following business Purchase Price to be made under Clause 4.3, the Seller shall deliver (where appropriate as agent for the Company) to TEN:
(i) a transfer in respect of the Sale Shares in the usual Panamanian form duly executed by the registered holders in favour of TEN or as it may direct;
(ii) certificates for the Sale Shares and any other documents which may be transacted:required to give good title to the Sale Shares and to enable TEN to procure registration of the same in its name or as it may direct;
(iii) the resignations of each of the directors and the secretary of the Company in the agreed form and confirmation by the Seller in the agreed form that the Seller has no claims against the Company;
(iv) a certified copy of the constitutional documents of the Seller and of board resolutions of the Seller authorising the transactions covered by this Agreement and of any power of attorney under which this Agreement and any document required to be delivered under this Clause 4.2
(a) has been or is to be executed;
(v) a letter of acceptance of appointment from the Issuer shall issue the Subscription Shares to the Subscriber Seller’s process agent appointed under Clause 10.1;
(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 registervi) the Subscriber as Company’s certificate of incorporation, certificate of incorporation on change of name (if applicable), statutory registers and other statutory records (if any) for a registered shareholder Panamanian company;
(vii) an opinion in relation to matters of the Issuer Liberian law addressed to TEN in respect of the Subscription Shares Seller and its capacity and authorisation to enter into, and its due execution of, this Agreement and all documents to be delivered under this Agreement, in form and substance satisfactory to TEN;
(viii) a duly executed Notice of Assignment;
(ix) evidence that all existing mandates for the branch register operation of members bank accounts of the Issuer maintained Company have been revoked and new mandates issued giving authority to persons nominated by Computershare;TEN and statements of the current balances on all such accounts.
(b) the Issuer TEN shall deliver to the Subscriber, each in form and substance to the reasonable satisfaction of the SubscriberSeller:
(i) a certified true copy of the Board constitutional documents of TEN and of board resolutions approving and/or ratifying the matters below:
(A) approving the terms of, and of TEN authorising the transactions contemplated by, covered by this Agreement and resolving that the Issuer executes this Agreement;
(B) authorising a specified person or persons to execute of any power of attorney under which 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 any document required to be signed, executed and/or despatched by it delivered under this Clause 4.2(b) has been or in connection with this Agreement; and
(D) a specimen of the signature of each person authorised by the resolution referred is to in Clause 4.3(b)(i)(B) abovebe executed;
(ii) the original definitive share certificates in respect a letter of the Subscription Shares in the name acceptance 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 appointment from the HKSE for the listing of, and permission to deal in, all the Subscription SharesTEN’s process agent appointed under Clause 10.1; and
(vc) TEN shall deliver to Hyundai a closing certificate, dated as at guarantee replacing the Completion Date Guarantee to enable the Guarantee to be cancelled and addressed to pending cancellation TEN shall indemnify TST and keep it indemnified against all claims and demands made on it by Hyundai under 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 fulfilmentGuarantee.
Appears in 1 contract
Samples: Share Sale and Purchase Agreement (Tsakos Energy Navigation LTD)
At Completion. Vodafone shall procure the novation by the Vodafone Target Company of all of its rights and obligations under the Vodafone Inter-Company Loan Agreement to the Liberty Global Target Company (but not some only, unless the Subscriber so agrees) or such other member of the following business Liberty Global Target Group as the parties shall be transactedagree in writing).
1. At Completion, the Purchaser shall, and Liberty Global shall procure that the Purchaser shall:
(aA) deliver or make available to each of 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 declaredSellers, paid or made duly executed by the Issuer after the Completion Date) and shall promptly thereafter register (or procure the share registrar to register) the Subscriber as Purchaser, a registered shareholder counterpart of the Issuer in respect of Shareholders Agreement, the Subscription Shares in the branch register of members of the Issuer maintained by ComputershareTax Covenant and any other Ancillary Document to which it is party;
(bB) the Issuer shall deliver to the Subscriber, each in form and substance to the reasonable satisfaction of the SubscriberNotary:
(i) a certified true copy duly executed, authorised, notarised and - insofar notarisation is performed by a non-Dutch civil law notary - apostilled power of attorney of the Board resolutions approving and/or ratifying Purchaser under which the matters below:
(A) approving Deeds and Transfer will be executed before 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, Notary 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) abovePurchaser;
(ii) the original definitive share certificates in respect shareholders register of the Subscription Shares in the name of the Subscriber (or its nominee)Purchaser;
(iiiC) a certified true copy instruct the Notary to have (i) the relevant Deeds of Transfer executed on behalf of the confirmation letter issued by Computershare confirming that Purchaser, and to update its share register and have such update registered with the Subscriber Dutch trade register, and (or its nomineeii) is to execute a notarial deed of amendment to amend the registered holder articles of association of the Subscription SharesPurchaser to adopt the Articles of Association;
(ivD) deliver to each Seller a copy of the approval from resolution of the HKSE for directors of the listing of, Purchaser authorising the execution by the Purchaser of this Agreement and permission each of the Ancillary Documents to deal in, all which it is a party and the Subscription Sharesperformance of its obligations under this Agreement and the Ancillary Documents;
(E) deliver to each Seller a copy of a written resolution of the shareholder of the Purchaser in the agreed form granting the directors of the Purchaser authority to effect each of the other steps required to be undertaken by the Purchaser pursuant to this Agreement;
(F) procure that a shareholder resolution of the Purchaser is passed pursuant to which (i) each of the persons nominated by the Sellers shall be appointed directors of the Purchaser such appointments to take effect immediately after Completion and (ii) the articles of association of the Purchaser will be amended to adopt the Articles of Association; 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.
Appears in 1 contract
Samples: Contribution Agreement (Vodafone Group Public LTD Co)
At Completion. all (but not some only, unless the Subscriber so agrees) of Vendor shall cause to be delivered and the following business Company shall deliver or cause to be transacteddelivered to the Purchaser:
(a) the Issuer shall issue the Subscription Shares evidence satisfactory to the Subscriber (or its nominee) free and clear Purchaser's Solicitors of all Encumbrances and credited as fully paid on terms that they rank pari passu the satisfaction of the conditions specified in all respects with Clause 4.1 above including, without limitation, the existing issued Shares (including the right to rank in full for all distributions declared, paid or made execution 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 Company of the Issuer in respect of Tenancy Agreement, the Subscription Shares in Employment Contracts, the branch register of members of Subcontract and the Issuer maintained by ComputershareServices Agreement;
(b) the Issuer shall deliver to the Subscriber, each in form and substance to the reasonable satisfaction certified true copies of the Subscriberresolutions passed by the board of directors of the Company, in the form set out in Appendix N:
(i) a certified true copy approving and authorising the allotment and issue of Subscription Shares to 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 Purchaser 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) aboveits nominee;
(ii) authorising the original definitive issue of the new share certificates in respect of the Subscription Shares in the name favour of the Subscriber (Purchaser or its nominee);
(iii) a certified true copy approving the entering in the register of members of the confirmation letter issued by Computershare confirming that Company, the Subscriber (name of the Purchaser or its nominee) is the registered nominee as holder of the Subscription Shares;
(iv) a copy authorising the execution and delivery by the Company of each of this Agreement, the approval from Tenancy Agreement, the HKSE for Employment Contracts, the listing ofSubcontract, the Services Agreement and permission to deal in, all the Subscription Shares; andShareholders' Agreement;
(v) a closing certificate, dated authorising and approving the appointment of the persons nominated by the Purchaser as at directors and secretary of the Company with effect from the Completion Date Date;
(vi) accepting the resignations of the outgoing Directors and addressed the company secretary;
(vii) revocation of the existing instructions to the Subscriber from bankers of the IssuerCompany relating to bank accounts and the approval of new bank signatories to such accounts and the approval of the new instructions in relation to the operations of such bank accounts.
(c) certified true copies of the ordinary resolutions passed by the shareholders of the Company in general meeting, executed by a Director (or another duly authorised signatory) and substantially in the form set out in Appendix O:
(i) approving and authorising the allotment and issue of the Subscription Shares to the Purchaser on the terms set out in this Agreement and authorising the Directors to allot and issue the same; and
(ii) authorising the execution and delivery by the Company of this Agreement;
(d) the original share certificate(s) with the Purchaser or its nominee registered as the holder for the Subscription Shares subscribed by the Purchaser pursuant to Clause 2.1(c);
(e) such other documents as may be required to give to the Purchaser good title to the Subscription Shares and to enable the Purchaser to become the registered holder thereof; and
(f) a written confirmation in the form set out in Appendix Q, (the "Company's Completion Certificate") , setting forth the Company's representations and warranties that:
(i) each of the Warranties in Schedule 2, and attaching thereto 7 was accurate in all respects as exhibits of the date of this Agreement;
(ii) each of the Warranties in Schedule 7 is accurate in all supporting documents, showing such fulfilmentrespects as of the Completion Date as if made on the Completion Date;
(iii) the Company is not aware of any matter or thing which is in breach of or inconsistent with any of the Warranties in Schedule 7.
Appears in 1 contract
Samples: Share Purchase and Subscription Agreement (Asia Online LTD)
At Completion. all (but not some only, unless the Subscriber so agrees) of the following business shall be transacted:
(a) each Seller shall release their stock transfer form(s) and transfer the Issuer shall issue the Subscription Sale 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 ComputershareUM;
(b) the Issuer shall deliver to the Subscriber, each in form and substance to the reasonable satisfaction a meeting of the Subscriberboard of directors of the Company shall be held and board minutes shall be approved and signed by the chairman of the meeting (or written resolutions of the board of directors of the Company shall be entered into by each director) pursuant to which the Company shall:
(i) a certified true copy ratify the terms of the Board resolutions approving and/or ratifying Company Resolutions and the matters belowNew Articles and the circulation of these to the Sellers;
(ii) ratify the terms of and entry into this Agreement;
(iii) approve the terms of and entry into each of the documents to be entered into by the Company which are referred to herein as being in agreed form;
(iv) subject to receipt of the stock transfer forms in relation to the Sale Shares duly stamped and (where appropriate) adjudicated:
(A) approving register the terms of, transfer of the Sale Shares from the Sellers to UM;
(B) cancel the share certificates held by the Sellers in respect of the Sale Shares; and
(C) execute and deliver share certificate(s) to UM for the transactions contemplated by, this Agreement Sale Shares;
(v) approve the resignation of the Resigning Directors as directors of the Company;
(i) approve the form of and resolving that entry into the Issuer executes Director Deed of Indemnity with each New Director;
(vi) approve the appointment of the New Directors as directors of the Company;
(vii) amend the accounting reference date to 31 December; and
(viii) pass any such other resolutions as may be required to carry out the obligations of the Company under this Agreement;
(Bc) authorising a specified person meeting of the Board shall be held and board minutes shall be approved and signed by the chairman of the meeting (or persons written resolutions of the Board shall be entered into by each director) pursuant to execute this Agreement on the Issuer’s behalf;which UM shall:
(Ci) authorising a specified person or persons, on behalf ratify the terms of the Issuer, UM Resolutions and the circulation of these to sign, execute and/or despatch all documents and notices the shareholders of UM eligible 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) abovevote on each;
(ii) ratify the original definitive share certificates in respect terms of and entry into this Agreement and the Subscription Shares in the name of the Subscriber (or its nominee)Disclosure Letter;
(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.
Appears in 1 contract
Samples: Contribution Agreement (Centessa Pharmaceuticals LTD)
At Completion. all (but not some only, unless 5.2.1 The Vendors shall deliver or procure the Subscriber so agrees) of delivery to the following business shall be transacted:Purchaser of:-
(a) in respect of the Issuer Contract Shares, transfers duly executed by the registered holders thereof in favour of the Purchaser and/or its nominee together with any powers of attorney pursuant to which any such transfers have been executed;
(b) all share certificates in respect of the Contract Shares and the Subsidiaries;
(c) irrevocable powers of attorney, in the Agreed Form, appointing the Purchaser (or such other person as the Purchaser shall issue the Subscription Shares direct) to exercise all voting and other rights attached 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 Contract Shares (including the right appointment of proxies) and Shares in the Subsidiaries pending registration of the transfers;
(d) the statutory books and common seal, cheque and paying in books (if any) of the Company, DHL, SSL and the Subsidiaries and the leases and all ancillary documentation relating to rank the Properties;
(e) a certificate of non-crystallisation, in full for all distributions declaredthe Agreed Form, paid or made from the holders of the floating charges detailed in paragraph 11(A) of Part 2A of the Schedule and paragraph 11 of Part 2D of the Schedule;
(f) releases, in the Agreed Form, from the holders of the floating charge detailed in paragraph 11(A) of Part 2A of the Schedule and paragraph 11 of Part 2D of the Schedule;
(g) a release of each guarantee and indemnity given by the Issuer after Company, DHL, SSL or the Completion Date) and shall promptly thereafter register (or procure the share registrar to register) the Subscriber as a registered shareholder of the Issuer Subsidiaries in respect of the Subscription Shares obligations of a Vendor and/or his Associates;
(h) statements from each of the banks and other institutions with which the Company, DHL, SSL or the Subsidiaries has an account or with which the Company, DHL, SSL or the Subsidiaries has placed funds or to which it is indebted, showing the amount due to or by the Company, DHL, SSL or the Subsidiaries as at close of business on the last Business Day prior to the Completion Date, together with reconciliations of these balances to the balance(s) shown by the cash book(s) of the Company, DHL, SSL and the Subsidiaries such reconciliations showing all payments into and out of such accounts which are not reflected in such statements;
(i) written confirmation from the Vendors that there are no subsisting guarantees given by any Group Company in their favour or in respect of any of their indebtedness and that none of the Vendors is indebted to any Group Company or vice versa;
(j) at the premises of the Company all contractual documents, deeds, documents of title and documents constituting security for loans and all similar papers held by or on behalf of the Company or any of the Group Companies; and
(k) the Tax Covenant duly executed by the Covenantors.
5.2.2 The Vendors shall procure that a meeting of the Datavault Directors shall be held and that at such meeting:-
(a) a resolution shall be passed adopting the Bonus Award Scheme and the letter of undertaking in the branch register of members form set out in the appendices to the rules of the Issuer maintained Bonus Award Scheme, shall be signed by Computersharetwo Datavault Directors and, following two directors of the Purchaser countersigning these letters pursuant to Clauses 5.2.6, the letter shall be delivered to the Vendors' Solicitors;
(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 transfers in respect of the Subscription Datavault Contract Shares in will be approved by the name of the Subscriber (or its nominee)Directors for registration, without fee, subject only to being duly stamped;
(iiic) a certified true copy the secretary of the confirmation letter issued by Computershare confirming that the Subscriber (or its nominee) is the registered holder Company and each of the Subscription Shares;
Datavault Directors shall resign from office as such and from all other offices and employments which he may have with the Company (iv) a copy in each case, with effect from the conclusion of the approval from meeting) and shall each deliver a letter of resignation and, where appropriate, compromise agreement (in each case, in the HKSE for the listing of, and permission to deal in, all the Subscription Shares; and
(vAgreed Form) a closing certificate, dated as at the Completion Date and addressed to the Subscriber from Company and the IssuerCompany and each of Xx. Xxxxxx-Menteth, executed by a Director (or another duly authorised signatory) Xx. Xxxxxx and substantially in Mr. Price shall enter into the form set out in Schedule 2, and attaching thereto as exhibits all supporting documents, showing such fulfilment.Consultancy Agreements;
Appears in 1 contract
At Completion. all (but not some only, unless 5.3.1 the Subscriber so agrees) of Vendors shall deliver or cause to be delivered to the following business shall be transactedPurchaser or the Purchaser's Solicitors:
(aA) duly executed transfers to the Purchaser or its nominee of the Shares, together with definitive share certificates for them in the names of the relevant transferors;
(B) any power of attorney under which any document is executed on behalf of the Vendors or the Vendors' Guarantor;
(C) evidence of the authority of any person executing this Agreement and the documents in the agreed terms referred to herein on behalf of the Vendors and the Vendors' Guarantor;
(D) the Issuer Tax Deed duly executed on behalf of the Vendors;
(E) the written resignations of all directors of the Company and each of the Subsidiaries other than the current executive directors of the Company and the Subsidiaries, Sally Griffiths and the directors of The Xxxxxxxxx (0008) Limited;
(F) the certificates of incorporation, common seals, all statutory and minute books (which shall issue be written up to, but not including, the Subscription Shares date of Completion) and share certificate books of the Company together with all unused share certificate forms and the certificates of incorporation for each of the Subsidiaries, and for each of the Subsidiaries the common seals, statutory and minute books (which shall be written up to, but not including, the date of Completion) and share certificate books shall be delivered to the Subscriber Purchaser's control;
(or its nomineeG) free and clear definitive certificates in respect of all Encumbrances the shares beneficially owned by the Company or any of the Subsidiaries in each of the Subsidiaries and credited the Joint Venture Companies and Press Association Limited;
(H) such deeds as fully paid on may be in the possession of the Vendors relating to the title of the Company or any of the Subsidiaries to each of the Properties and the Ancillary Properties;
(I) duly executed deeds of release in a form reasonably satisfactory to the Purchaser acting reasonably, of the Company and the Subsidiaries from all mortgages and charges subsisting over the assets of the Company and Subsidiaries securing Borrowed Money Indebtedness as at Completion (including, without limitation, all security arrangements entered into by them in relation to the Wachovia Guarantee including all charges set out in the agreed terms that they rank pari passu list of charges) together with duly sworn forms 403a in all respects with respect thereof;
(J) duly executed payoff letter discharging the Company and the applicable Subsidiaries from, inter alia, its obligations under the Wachovia Guarantee, in a form reasonably acceptable to the Purchaser acting reasonably;
(K) letters of resignation of 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 auditors of the Issuer Company and each of the Subsidiaries complying with section 392 of the Companies Act;
(L) irrevocable powers of attorney in the agreed terms executed by each of the holders of the Shares in favour of the Purchaser appointing the Purchaser to be its lawful attorney in respect of the Subscription Shares Shares;
(M) the executed assignment in the branch agreed terms in respect of the Vendors' and the Vendors' Guarantor's obligations under clause 11.2; and
(N) a letter in a form reasonably satisfactory to the Purchaser acting reasonably from the Company to the Purchaser confirming the location of the deeds to the Properties.
5.3.2 the Vendors undertake to the Purchaser to procure that the following business is transacted at meetings of the directors of the Company and each of the Subsidiaries:
(A) the directors of the Company shall approve the transfers of the Shares for registration and the entry of the transferees in the register of members of the Issuer maintained by Computershare;
(b) the Issuer shall deliver Company, in each case subject only 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 Agreementtransfers being subsequently presented duly stamped;
(B) authorising that any person who does not immediately following Completion continue to be employed by, or to be a specified person director of, the Company or persons one of the Subsidiaries shall cease to execute this Agreement on be authorised under the Issuer’s behalfexisting mandates for the operation of the bank accounts of the Company and each of the Subsidiaries;
(C) authorising any person nominated by the Purchaser for appointment as a specified person director or persons, on behalf the secretary of the Issuer, to sign, execute and/or despatch all documents and notices to Company shall be signed, executed and/or despatched by it under or in connection with this Agreementso appointed; and
(D) a specimen PricewaterhouseCoopers shall be appointed to replace the existing auditors of the signature of each person authorised by the resolution referred to in Clause 4.3(b)(i)(B) aboveCompany;
5.3.3 the Purchaser shall deliver to the Vendors' Solicitors:
(iiA) the original definitive share certificates in respect evidence of the Subscription Shares in the name authority of any person executing this Agreement on behalf of the Subscriber (or its nominee);
(iii) a certified true copy of Purchaser and 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 SharesPurchaser's Guarantor; and
(vB) a closing certificatethe Tax Deed duly executed on behalf of the Purchaser;
5.3.4 simultaneously with compliance by the Vendors in all material respects with their obligations contained in clauses 5.3.1, dated as at the Completion Date 5.3.2 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 fulfilment5.
Appears in 1 contract
Samples: Share Purchase Agreement (Hollinger International Inc)
At Completion. all (but 1) the Vendor shall deliver or cause to be delivered to the Purchaser (unless already delivered prior to Completion or waived by the Purchaser):
(a) valid instrument of transfer in respect of the Vendor Sale Shares duly executed by the Vendor in favour of the Purchaser (or its nominee) accompanied by the relevant certificate of the Vendor Sale Shares issued in the name of the Vendor;
(b) valid instrument of transfer in respect of the NS Sale Shares duly executed by Novel Synergy in favour of the Purchaser (or its nominee) accompanied by the relevant certificate of the NS Sale Shares issued in the name of Novel Synergy;
(c) valid instrument of transfer in respect of the BP Sale Shares duly executed by Business Plus in favour of the Purchaser (or its nominee) accompanied by the relevant certificate of the BP Sale Shares issued in the name of Business Plus;
(d) (if applicable) such waivers, consents or other documents as may be required to give good title to the Sale Shares to the Purchaser (or its nominee) and to enable the Purchaser (or its nominee) to be registered as the holder of the Sale Shares;
(e) a written confirmation to the Purchaser that the Vendor is not some onlyaware of any matter or thing which is in breach of or inconsistent with the Vendor’s Warranties and any of the representations, unless warranties and undertakings herein contained on the Subscriber so agreespart of the Vendor or other provisions of this Agreement by the Vendor, such confirmation to be in a form satisfactory to the Purchaser;
(f) the Tax Indemnity duly executed by the Vendor;
(g) the Shareholders’ Agreement duly executed by Novel Synergy and the Company, in triplicate;
(h) the certified copy of minutes or resolutions of the director(s) of each member of the Group referred to in Clause 4.02(2);
(i) the certified copy of minutes or resolutions of the board of directors of Novel Synergy approving the Shareholders’ Agreement and the transactions contemplated thereunder and the execution and completion hereof and of all documents incidental hereto; and
(j) a certificate of incumbency of the Company dated not earlier than 10 Business Days prior to the Completion Date;
(2) the Vendor shall cause the following business shall resolutions be transactedpassed by the director(s) of each member of the Group:
(a) (in respect of the Issuer shall issue Company only) the Subscription approval for the transfer of the Sale Shares to the Subscriber Purchaser (or its nominee) free and clear the registration 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 such transfer in the branch register of members of the Issuer maintained by ComputershareCompany;
(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 Company only) the issue of new share certificate in the name respect of the Subscriber Sale Shares to the Purchaser (or its nominee);
(iiic) (if so required by the Purchaser) the appointment of one person nominated by the Purchaser as a certified true copy director of the confirmation letter issued by Computershare confirming that Company with effect from the Subscriber (or its nominee) is the registered holder of the Subscription SharesCompletion Date;
(ivd) a copy (if so required by the Purchaser) the amendment to all bankers’ authorisations, instructions and mandates (if any) of the approval from Group Companies in such manner as the HKSE for the listing of, and permission to deal in, all the Subscription SharesPurchaser may require; and
(ve) a closing certificate, dated (if so required by the Purchaser) such other matters as at the Completion Date Purchaser may reasonably require shall be dealt with and addressed resolved upon to give effect to this Agreement; and
(3) the Purchaser shall pay the Consideration to the Subscriber from the Issuer, executed by a Director (Vendor or another duly authorised signatory) and substantially as he may direct in the form set out in Schedule 2, and attaching thereto as exhibits all supporting documents, showing such fulfilmentaccordance with Clause 3.01.
Appears in 1 contract
Samples: Share Purchase Agreement
At Completion. all (but not some only, unless the Subscriber so agreesa) a meeting of the following business board of directors of UM shall be transactedheld and board minutes shall be approved and signed by the chairman of the meeting (or written resolutions of the board of directors of UM shall be entered into by each director) pursuant to which UM shall:
(ai) ratify the Issuer shall terms of the UM Resolutions and the circulation of these to the shareholders of UM eligible to vote on each;
(ii) ratify the terms of and entry into this Agreement and the Disclosure Letter;
(iii) approve the terms of and entry into this Agreement, the Call Option Agreements and each of the documents to be entered into by UM which are referred to herein as being in the agreed form;
(iv) issue the Subscription UM 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 each of the Issuer Sellers in respect the numbers set out in column (5) of the Subscription Shares table in Schedule 1, and enter the name of each of such Sellers in the branch register of members (and, in the case of a Seller who is already a shareholder of UM, make an additional entry next to their name in the register of members);
(v) execute and deliver a share certificate to each of the Issuer maintained by Computersharerelevant Sellers for the UM Shares set out against its name in column (5) of the table in Schedule 1; and
(vi) pass any such other resolutions as may be required to carry out the obligations of UM under this Agreement;
(b) the Issuer each Seller (other than each Preference Seller) shall enter into and deliver to UM a Power of Attorney;
(c) each relevant Seller and the SubscriberCompany sign and deliver (and the Company shall procure that each other party sign and deliver) to UM its signature to the Termination Agreement;
(d) UM shall sign and deliver a Call Option Agreement to each Unvested Seller, and each Unvested Seller shall sign and deliver the same to the Company;
(e) the Company shall sign and deliver a Director Deed of Indemnity to each New Director, and UM shall procure that each New Director shall sign and deliver the same to the Company;
(f) the Company shall provide copies of each of the Required Consents to UM, which shall have been obtained, not repudiated, in full force and effect and in form and substance reasonably satisfactory to the reasonable satisfaction UM;
(g) UM shall file Companies House form SH01 (return of allotment of shares) in respect of the Subscriber:
(i) a certified true copy allotment 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 UM Shares pursuant to this Agreement;
(Bh) authorising a specified person or persons to execute this Agreement on the Issuer’s behalf;
(C) authorising a specified person or persons, on behalf Company shall transcribe without delay said Contribution into its securities register and its individual shareholders’ accounts with effect as 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 AgreementCompletion Date; and
(Di) all necessary tax filings and elections shall be made. For the purposes of this Schedule: 409A Plan means a specimen nonqualified deferred compensation plan (as such term is defined under Section 409A(d)(1) of the signature Code, as amended and the guidance thereunder) under which the Company or any of each person authorised by the resolution referred its Subsidiaries makes, is obligated to in Clause 4.3(b)(i)(B) abovemake or promises to make, payments;
(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.
Appears in 1 contract
Samples: Contribution Agreement (Centessa Pharmaceuticals LTD)
At Completion. all (but not some only, unless the Subscriber so agrees) of the following business events shall be transactedtake place:
(a) the Issuer Seller shall issue the Subscription Shares deliver to the Subscriber Purchaser:
(or its nomineei) 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 declareda copy, paid or made by the Issuer after the Completion Date) and shall promptly thereafter register (or procure the share registrar to register) the Subscriber certified as a registered shareholder true copy by a director or officer of the Issuer Seller, of the consent of NNPC in respect of the Subscription Shares transfer and assignment of the Transferred Interest;
(ii) the Completion Documents duly executed by the parties thereto (other than the Purchaser) and the Seller;
(iii) a copy, certified as a true copy by a director or the secretary of the Seller, of the resolution of the board of directors of the Seller approving the disposal of the Transferred Interest and authorising the execution of this Agreement, the Completion Documents and all other documents herein contemplated;
(iv) a copy, certified as a true copy by a director or officer of the Seller, of a power of attorney authorising a person or persons to sign this Agreement, the Completion Documents and all other documents contemplated by this Agreement on behalf of the Seller;
(v) a legal opinion, dated as of the Completion Date, from the Seller's legal advisers substantially in the branch register of members of form attached hereto as Schedule 6; and
(vi) the Issuer maintained Acknowledgements duly signed by ComputershareTUPNI and Brasoil;
(b) the Issuer Seller shall execute all such other documents and do all such other acts and things as may reasonably be required in order to transfer the Transferred Interest to the Purchaser at Completion and otherwise carry out the true intent of this Agreement;
(c) the Purchaser shall deliver to the Subscriber, each in form and substance to the reasonable satisfaction of the SubscriberSeller:
(i) a copy certified as a true copy by a director or officer 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 Purchaser 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 consent of the signature government of each person authorised by the resolution The People's Republic of China referred to in Clause 4.3(b)(i)(B) above2.3(d);
(ii) the Completion Documents duly executed by the Purchaser and thereafter the Seller shall promptly send original definitive share certificates in respect signed copies of the Subscription Shares in the name notice of assignment of the Subscriber (or its nominee)HOA interests to each of the parties to the HOA;
(iii) a copy, certified as a true copy copy, by a director or the secretary of the confirmation letter issued by Computershare confirming that the Subscriber (or its nominee) is the registered holder Purchaser of the Subscription Shares;resolutions of the board of directors of the Purchaser approving, in respect of the Purchaser, the acquisition of the Transferred Interest and authorising the execution on behalf of the Purchaser of this Agreement, the Completion Documents and all other documents herein contemplated; and
(iv) a copy, certified as a true copy by a director or officer of the approval from Purchaser, of a power of attorney authorising a person or persons to sign this Agreement, the HKSE Completion Documents, and all other documents contemplated by this Agreement on behalf of the Purchaser;
(d) the Purchaser shall pay at Completion to the Seller the Purchase Price, adjusted as provided in Clause 3.2, less the Deposit, by electronic transfer to the Seller's bank account all as notified to the Purchaser by the Seller not less than three (3) Business Days prior to Completion;
(e) the Purchaser shall pay at Completion as provided below the Adjusted Reimbursement Amount and the Seller shall notify the Purchaser not less than three (3) Business Days prior to Completion of the Adjusted Reimbursement Amount breaking out its components determined under Clause 4.2(a) and shall specify in such notice the amount to be paid to TUPNI, the amount to be paid to Brasoil and the amount to be paid to the Seller, and the bank account details of TUPNI, Brasoil and the Seller provided that all such amounts to be paid by the Purchaser shall be equal to the Adjusted Reimbursement Amount, and the Purchaser shall make such payments by electronic transfer to the bank accounts specified in the Seller's notice (which payment shall be a good discharge for the listing of, Purchaser);
(f) the Seller and permission the Purchaser shall execute the Escrow Completion Notice in accordance with the terms of the Escrow Agreement in order to deal in, all permit the Subscription Sharesreceipt by the Seller of the Deposit less the ITC Security; and
(vg) a closing certificate, dated the Purchaser shall execute all such other documents and do all such other acts and things as at may reasonably be required in order to transfer the Completion Date and addressed Transferred Interest to the Subscriber from Purchaser at Completion and otherwise carry out 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 fulfilmenttrue intent of this Agreement.
Appears in 1 contract
At Completion. all (but not some only, unless the Subscriber so agrees) of the following business shall be transacted:
(a) each Seller shall release their stock transfer form(s) and transfer the Issuer shall issue the Subscription Sale 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 ComputershareUM;
(b) the Issuer shall deliver to the Subscriber, each in form and substance to the reasonable satisfaction a meeting of the Subscriberboard of directors of the Company shall be held and board minutes shall be approved and signed by the chairman of the meeting (or written resolutions of the board of directors of the Company shall be entered into by each director) pursuant to which the Company shall:
(i) a certified true copy ratify the terms of the Board resolutions approving and/or ratifying Company Resolutions and the matters belowNew Articles and the circulation of these to the Sellers;
(ii) ratify the terms of and entry into this Agreement;
(iii) approve the terms of and entry into each of the documents to be entered into by the Company which are referred to herein as being in agreed form;
(iv) subject to receipt of the stock transfer forms in relation to the Sale Shares duly stamped and (where appropriate) adjudicated:
(A) approving register the terms of, transfer of the Sale Shares from the Sellers to UM;
(B) cancel the share certificates held by the Sellers in respect of the Sale Shares; and
(C) execute and deliver share certificate(s) to UM for the transactions contemplated by, this Agreement Sale Shares;
(v) approve the resignation of the Resigning Directors as directors of the Company;
(vi) approve the form of and resolving that entry into the Issuer executes Director Deed of Indemnity with each New Director;
(vii) approve the appointment of the New Directors as directors of the Company;
(viii) amend the accounting reference date to 31 December; and
(ix) pass any such other resolutions as may be required to carry out the obligations of the Company under this Agreement;
(Bc) authorising a specified person meeting of the board of directors of Janpix Holdings shall be held and board minutes shall be approved and signed by the chairman of the meeting (or persons written resolutions of the board of directors of Janpix Holdings shall be entered into by each director) pursuant to execute this Agreement which Janpix Holdings shall:
(i) ratify the terms of the shareholder resolutions and the certificate of incorporation to be adopted on or before Completion by Janpix Holdings and the Issuer’s behalfcirculation of these to the Company;
(Cii) authorising a specified person or persons, on behalf approve the resignation of the Issuer, Resigning Directors as directors of Janpix Holdings;
(iii) approve the form of and entry into the Director Indemnity Deed with each New Director;
(iv) approve the appointment of the New Directors as directors of Janpix Holdings; and
(v) pass any such other resolutions as may be required to sign, execute and/or despatch all carry out the obligations of Janpix Holdings under this Agreement;
(d) a meeting of the Board shall be held and board minutes shall be approved and signed by the chairman of the meeting (or written resolutions of the Board shall be entered into by each director) pursuant to which UM shall:
(i) ratify the terms of the UM Resolutions and the circulation of these to the shareholders of UM eligible to vote on each;
(ii) ratify the terms of and entry into this Agreement and the Disclosure Letter;
(iii) approve the terms of and entry into this Agreement and each of the documents and notices to be signedentered into by UM which are referred to herein as being in the agreed form;
(iv) issue the UM Shares credited as fully paid to each of the Sellers in the numbers set out in column (5) of the table in Schedule 1, executed and/or despatched and enter the name of each of such Sellers in the register of members (and, in the case of a Seller who is already a shareholder of UM, make an additional entry next to their name in the register of members);
(v) execute and deliver a share certificate to each of the relevant Sellers for the UM Shares set out against its name in column (5) of the table in Schedule 1; and
(vi) pass any such other resolutions as may be required to carry out the obligations of UM under this Agreement;
(e) each Seller (other than each Preference Seller) shall enter into and deliver to UM a Power of Attorney;
(f) each Seller shall enter into and deliver to UM a Voting Power of Attorney;
(g) each Seller and the Company shall sign and deliver to UM its signature to the Deed of Termination;
(h) the Company shall sign and deliver a Director Deed of Indemnity to each New Director, and UM shall procure that each New Director shall sign and deliver the same to the Company;
(i) the Company and Janpix Holdings shall make all filings with Companies House as may be required by the actions set out in this Agreement;
(j) UM shall deliver a notice to the Company confirming that it under or is a registrable relevant legal entity (within the meaning of section 790C of the Act) in connection with relation to the Company;
(k) UM shall file Companies House form SH01 (return of allotment of shares) in respect of the allotment of the UM Shares pursuant to this Agreement; and
(Dl) all necessary tax filings and elections shall be made, including submitting stock transfer forms for stamping. 409A Plan means a specimen nonqualified deferred compensation plan (as such term is defined under Section 409A(d)(1) of the signature Code, as amended and the guidance thereunder) under which the Company or any of each person authorised by the resolution referred its Subsidiaries makes, is obligated to in Clause 4.3(b)(i)(B) abovemake or promises to make, payments;
(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.
Appears in 1 contract
Samples: Contribution Agreement (Centessa Pharmaceuticals LTD)
At Completion. all (but not some part only, unless except where and to the Subscriber so agreesextent as agreed among Viva, LionRock and the Company) of the following business shall be transacted:
(a) Viva shall:
(i) deliver to the Issuer shall issue Company a duly signed application for the Subscription Shares Shares;
(ii) deliver to each of the Company and LionRock a copy of the Shareholders’ Agreement relating to the Subscriber Company duly executed by Xxxx (or its nomineein substantially the form as set out in Schedule 3);
(iii) free deliver to each of the Company and clear XxxxXxxx a copy of all Encumbrances a resolution of the board of directors of Viva authorising the execution and credited as fully paid on terms that they rank pari passu in all respects with completion of this Agreement and the existing issued Shares (including the right to rank in full for all distributions declaredtransactions contemplated under this Agreement, paid or made certified by the Issuer after company secretary of Viva as of the Completion Date; and
(iv) and shall promptly thereafter register (or procure the share registrar deliver to register) the Subscriber as a registered shareholder each of the Issuer in respect Company and XxxxXxxx a copy of the Subscription Shares Deed of Assignment relating to the Purchase Shareholder’s Loan duly executed by Xxxx (in substantially the branch register of members of the Issuer maintained by Computershareform as set out in Schedule 4);
(b) the Issuer shall deliver to the Subscriber, each in form and substance to the reasonable satisfaction of the SubscriberCompany shall:
(i) deliver to Viva a certified true copy of a resolution of the Board resolutions approving and/or ratifying board of directors of the matters below:
(A) approving Company authorising the terms of, execution and completion of this Agreement and the transactions contemplated by, under this Agreement and resolving that (including, without limitation, 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 issuance of the IssuerSubscription Shares to Viva), 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 the appointment of directors of the signature Company set out in Clause 6.2(b)(vi) and the change of each person authorised bank mandates set out in Clause 6.2(b)(vii), certified by the resolution referred to in Clause 4.3(b)(i)(B) aboveregistered agent of the Company as of the Completion Date;
(ii) the original definitive share certificates in respect deliver to Viva a certificate confirming that none of the Subscription Shares Company Warranties is misleading, inaccurate or untrue in any material respect on the name of the Subscriber (or its nominee)Completion Date;
(iii) deliver to Viva a certified true copy of the confirmation letter issued by Computershare confirming that the Subscriber (or its nominee) is the registered holder Company’s updated register of members reflecting Xxxx’s ownership of the Subscription SharesShares as of the Completion, certified by the registered agent of the Company as of the Completion Date and, if requested by Viva in writing, inform and instruct the Company’s BVI registered agent of the change of Company’s contact person (provided that Viva shall have made such written request and provide the name of the new contact person at least three (3) Business Days prior to the Completion Date);
(iv) deliver to each of Viva and LionRock a copy of the approval Shareholders’ Agreement relating to the Company duly signed by the Company (in substantially the form as set out in Schedule 3);
(v) deliver to each of Viva and XxxxXxxx a copy of the Deed of Assignment relating to the Purchase Shareholder’s Loan duly signed by the Company (in substantially the form as set out in Schedule 4);
(vi) (A) procure the appointment of up to two (2) persons as Viva may nominate as directors of the Company with effect from the HKSE for Completion Date (by procuring the listing ofnecessary board resolutions of the Company to be duly passed by the Completion Date approving the same); and (B) to the extent Viva nominates any such person(s) to be appointed as director(s) of the Company, deliver a copy of the Company’s updated register of directors reflecting the appointment of the director(s) nominated by Xxxx, certified by the registered agent of the Company as of the Completion Date;
(vii) procure necessary board resolutions of the Company to be duly passed by the Completion Date approving, with effect from the Completion Date, the revocation of all authorities to the banks of the Company relating to bank accounts and the giving of authority to such persons as Viva may nominate to operate the same, and permission provide the relevant revocation and authorization instructions to deal inthe banks, provided that Viva shall have provided the Company with the names of such persons at least ten (10) Business Days before the Completion Date;
(viii) make available to Viva, (a) for inspection of all statutory and other books and records (including financial, accounting and tax records) of the Subscription SharesCompany which are kept at the registered office, such books and records will be duly written up to date and (b) its certificates of incorporation, current business registration certificates, licences, rubber chops and common seals and any other papers, agreements, records and documents of the Company at its registered office and arrange the same to be delivered to the such place as reasonably designated by Viva in writing (provided that Viva shall have made such written designation at least three (3) Business Days prior to the Completion Date);
(c) LionRock shall:
(i) deliver to each of the Company and Viva a copy of the Shareholders’ Agreement relating to the Company duly executed by XxxxXxxx (in substantially the form as set out in Schedule 3);
(ii) deliver to Viva a certificate confirming that none of the Company Warranties and the LionRock Warranties is misleading, inaccurate or untrue in any material respects on the Completion Date;
(iii) deliver to each of the Company and Viva a copy of the Deed of Assignment relating to the Purchase Shareholder’s Loan duly executed by XxxxXxxx (in substantially the form as set out in Schedule 4); and
(viv) deliver to Viva a closing certificatecopy of the board of directors’ resolutions of the General Partner, dated as at general partner of XxxxXxxx, approving the execution and performance of this Agreement, the Shareholders’ Agreement and the Deed of Assignment, certified by the registered agent of LionRock as of the Completion Date Date;
(d) the Subscription Price and addressed to the Subscriber from the Issuer, executed by a Director (or another duly authorised signatory) and substantially Consideration shall be settled in the form set out in Schedule 2, and attaching thereto as exhibits all supporting documents, showing such fulfilmentaccordance with Clause 3.
Appears in 1 contract
At Completion. all (but not some only, 1) the Vendor shall deliver or cause to be delivered to the Purchaser (unless already delivered prior to Completion or waived by the Subscriber so agreesPurchaser):
(a) valid instrument of transfer in respect of the Sale Shares owned by the Vendor duly executed by it in favour of the Purchaser (or its nominee) accompanied by the relevant duly signed, sealed and cancelled certificate of the Sale Shares issued in the name of the Vendor;
(b) the original share certificate in respect of the Sale Shares issued in the name of the Purchaser (or its nominee) and a copy of the updated register of members of the Company recording the transfer of the Sale Shares to the Purchaser (or its nominee) as certified as true and complete by a Director;
(c) (if applicable) all powers of attorney or other authorities under which the transfer in respect of the Sale Shares have been executed by or on behalf of the Vendor;
(d) (if applicable) such waivers, consents or other documents as may be required to give good title to the Sale Shares to the Purchaser (or its nominee) and to enable the Purchaser (or its nominee) to be registered as the holders of the Sale Shares;
(e) written confirmation from the Vendor that it is not aware of any matter or thing which is in breach of or inconsistent with any of the Vendor’s Warranties; and
(f) a copy, certified as true and correct by a Director, of the resolutions of the Board referred to in Clause 7.02(2);
(g) the Tax and Other Indemnity duly executed by the Vendor; and
(h) a copy, certified as true and correct by a director of the Vendor, of the resolutions of the meeting of the board of directors of the Vendor approving the execution and performance of this Agreement and the transactions contemplated hereunder; and
(2) the Vendor shall cause the following business shall resolutions be transactedpassed by the Board:
(a) the Issuer shall issue approval for the Subscription transfer of the Sale Shares to the Subscriber Purchaser (or its nominee) free and clear the registration 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 such transfer in the branch register Company’s Register of members of the Issuer maintained by ComputershareMembers;
(b) the Issuer shall deliver to the Subscriber, each in form and substance to the reasonable satisfaction issue 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 new share certificates certificate in respect of the Subscription Sale Shares in to the name of the Subscriber Purchaser (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
(vc) a closing certificate, dated the approval or noting of such other matters as at the Completion Date and addressed may be incidental to the Subscriber from above matters and/or the Issuer, executed by a Director Completion; and
(or another duly authorised signatory3) and substantially the Purchaser shall pay to the Vendor the balance of the Consideration in the form set out in Schedule 2, and attaching thereto as exhibits all supporting documents, showing such fulfilmentaccordance with Clause 4.01(2).
Appears in 1 contract
At Completion. all (but not some only, unless the Subscriber so agrees) of the following business shall be transacted:
(a) the Issuer Vendors shall issue deliver (where appropriate as agent for the Subscription Shares Company) to the Subscriber Purchaser:
(or its nomineei) 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 transfers in respect of the Subscription Sale (First) Shares duly executed by the registered holders thereof in favour of the Purchaser;
(ii) certificates for the Sale (First) Shares;
(iii) the Disclosure Letter duly executed;
(iv) such other documents as necessary to enable the Purchaser or its nominee to be registered as the legal owner of the Sale (First) Shares (each of the Vendors hereby irrevocably waiving all and any rights of pre-emption to which they may be entitled under any articles of association, agreement, law or otherwise in respect of the transfer of the Sale (First) Shares delivered under this Agreement) and to be vested with full beneficial ownership of the Sale (First) Shares;
(v) the counterpart of the Service Agreements duly executed by Mr Barshall, Mr Sxxxx xxx Mr Dxxxxx;
(vi) any power of attorney under which any document required to be delivered under this clause 4.3 has been executed;
(vii) a certified copy of a resolution of the Company in the branch register agreed form, inter alia, adopting new articles of members association in the agreed form;
(viii) a certified copy of board resolutions of the Issuer maintained by ComputershareCompany in the agreed form approving the transactions contained in this Agreement;
(ix) a counterpart of the Distributor Agreement Amendment;
(x) a certified copy of the statutory books of the Company; and
(xi) the Regulation S Letter;
(b) the Issuer Vendors shall deliver to the Subscriber, each in form and substance to the reasonable satisfaction cause a Board Meeting of the SubscriberCompany to be duly convened and held at which:
(i) a certified true copy the said transfers of the Board resolutions approving and/or ratifying Sale (First) Shares shall be approved for registration (subject only to the matters below:
(A) approving transfers being duly stamped at 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 cost 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) abovePurchaser);
(ii) an extraordinary general meeting of the original definitive Company shall be duly convened at which new Articles of Association in the agreed form shall be adopted by the Company in substitution for the existing Articles of Association of the Company; and
(iii) such persons as may be nominated by the Purchaser shall be appointed directors of the Company; and
(c) the Purchaser shall;
(i) issue to the Vendors (as relevant) and deliver to the Vendors' Solicitors (whose receipt therefor shall be a sufficient discharge to the Purchaser) share certificates in respect of the Subscription Consideration Shares in the name names of the Subscriber Vendors in the proportions set out opposite their respective names in Column 3 of Part II of Schedule 1, which certificates shall bear legends restricting their transfer in the form set forth in clause 5.17 (or its nomineed) (xi);
(ii) procure the delivery to the Vendors of the counterpart of the Disclosure Letter; and
(iii) a certified true copy of procure the confirmation letter issued by Computershare confirming that delivery to Mr Barshall, Mr Sxxxx xxx Mr Xxxxxx xx the Subscriber (or its nominee) is the registered holder of the Subscription Shares;Service Agreements; and
(iv) a copy procure the delivery to the Company 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 fulfilmentDistributor Agreement Amendment.
Appears in 1 contract
Samples: Share Sale and Purchase and Option Agreement (Vans Inc)
At Completion. all (but not some only, unless 5.3.1 the Subscriber so agrees) of Vendor and 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 Vendor Guarantor shall deliver to the Subscriber, each in form and substance Company (with certified copies to the reasonable satisfaction Purchaser) letters of resignation by all the Resigning Directors, expressed to be subject to the Offer proceeding, with effect from the later of (1) the first closing date of the Subscriber:
Offer and (i2) a certified true copy the date on which the Offer becomes or is declared unconditional (or such earlier date as the Executive under the Takeovers Code may permit) but otherwise unconditional and irrevocable, as directors of the Board resolutions approving and/or ratifying the matters below:
(A) approving the terms of, Company 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 each subsidiary of the IssuerCompany of which they are respectively directors, to signconfirming, execute and/or despatch all documents and notices to be signedin each case, executed and/or despatched that they have no claims against the Company or the relevant subsidiary (as the case maybe), whether by it under way of compensation for loss of office or in connection with this Agreementotherwise howsoever; and
(D) 5.3.2 the Vendor shall procure that a specimen board meeting of the signature Company is held at which resolutions shall be passed approving: -
5.3.2.1 the resignations of each person authorised by the resolution Resigning Directors, as directors of the Company 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 Shares5.3.1; and
5.3.2.2 the appointment with effect from the date of posting of the Offer Document (v) a closing certificateor such earlier date specified by the Purchaser which the Executive has consented to), dated but otherwise on an unconditional and irrevocable basis, of such person as at the Completion Date Purchaser shall nominate as directors of the Company; and addressed the Vendor shall deliver to the Subscriber Purchaser certified copies of the minutes of the board meeting containing those resolutions; and
5.3.3 the Vendor shall procure that a board meeting of each key subsidiary of the Company nominated by the Purchaser is held at which resolutions shall be passed approving:
5.3.3.1 the resignations of the Resigning Directors, as directors of such key subsidiary; and
5.3.3.2 the appointment with effect from the Issuer, executed by a Director date of the posting of the Offer Document (or another duly authorised signatory) such earlier date specified by the Purchaser which the Executive has consented to), but otherwise on an unconditional and substantially in irrevocable basis, of such persons as the form set out in Schedule 2, Purchaser shall nominate as directors of such key subsidiary. and attaching thereto as exhibits all supporting documents, showing the Vendor shall deliver to the Purchaser certified copies of the minutes of the board meetings of each such fulfilmentkey subsidiary containing those resolutions.
Appears in 1 contract
Samples: Agreement for the Sale and Purchase of Shares (PCCW LTD)
At Completion. all (but not some only, unless the Subscriber so agrees) of the following business shall be transacted:
(a) the Issuer Buyer shall issue the Subscription Shares deliver 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 Seller a registered shareholder copy of the Issuer in respect Retention Account Instruction Letter signed by or on behalf of the Subscription Shares in Buyer and S & I Properties and the branch register Property Transfer Agreement signed by or on behalf of members of the Issuer maintained by ComputershareS & I Properties;
(b) the Issuer Buyer shall pay the Retention Sum into the Retention Account whereupon the provisions of clause 6 shall apply to such sum and such account;
(c) the Seller, the Buyer and S & I Properties shall give joint written instructions to the Seller’s Solicitors and the Buyer’s Solicitors in terms of the Retention Account Instruction Letter duly signed in the agreed form;
(d) the Seller, the Buyer and S & I Properties shall each deliver to the other a copy of the Retention Account Instruction Letter signed by it;
(e) the Buyer shall deliver to the Subscriber, each in form and substance to the reasonable satisfaction of the Subscriber:
(i) Seller a certified true copy of the Board resolutions approving and/or ratifying minutes of a meeting of the matters below:
(A) approving directors authorising the terms of, and execution by the transactions contemplated by, Buyer of 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 any other documents arising out 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;
(iif) the original definitive share certificates in respect of Seller shall delivery to 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) Buyer a copy of the approval from minutes of a meeting of the HKSE for directors authorising the listing of, execution by the Seller of this Agreement and permission any other documents arising out of or in connection with this Agreement;
(g) the Buyer shall deliver to deal in, all the Subscription SharesSeller a copy of the minutes of a meeting of the directors authorising the execution by S & I Properties of the Property Transfer Agreement and any other documents arising out of or in connection with it;
(h) the Buyer shall deliver to the Seller the Bxxxxx Guarantee duly executed by the Buyer; and
(vi) a closing certificate, dated as at the Completion Date and addressed to the Subscriber from the Issuer, Property Guarantee duly 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 fulfilmentS & I Properties.
Appears in 1 contract
At Completion. all (but not some only, unless the Subscriber so agrees) of the following business shall be transacted:
(ai) the Issuer Company shall allot and 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 deliver to the Subscriber:-
(or procure a) certified copy of resolutions of the share registrar to registerboard of directors of the Company approving:-
(1) the Subscriber as a registered shareholder of Shareholders’ Agreement and the Issuer in respect transactions contemplated thereunder;
(2) the Supplemental Agreement and the transactions contemplated thereunder; and
(3) the allotment and issue of the Subscription Shares in the branch register of members of the Issuer maintained by Computershare;Shares.
(b) the Issuer shall deliver to the Subscriber, each in form and substance to the reasonable satisfaction of the Subscriber:
(ishare certificate(s) 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 for 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 and/or their nominee as the Subscriber (or its nominee) is may direct and the registered Company shall promptly thereafter register the Subscriber as a holder of the Subscription Shares;
(ivc) a copy the counterpart of the approval from Shareholders’ Agreement duly executed by the HKSE for Company;
(d) the listing ofcounterpart of the Supplemental Agreement duly executed by the Company.
(ii) On or before Completion, the Company shall procure that a board meeting of the Company be held at which it shall be resolved that:-
(a) the issue and permission to deal in, all allotment of the Subscription SharesShares be approved; and
(vb) the Shareholders’ Agreement and the Supplemental Agreement and the transactions contemplated thereunder.
(iii) The Subscriber shall deliver to the Company:-
(a) a closing certificate, dated as at cheque issued by a licensed bank in Hong Kong in favour of the Completion Date and addressed Company in the sum equal to the balance of the Consideration;
(b) written application(s) by the Subscriber from and/or its nominee to subscribe for the Issuer, Subscription Shares;
(c) the counterpart of the Shareholders’ Agreement duly executed by a Director the Subscriber;
(or another d) the Deed of Release duly authorised signatoryexecuted by the Subscriber;
(e) certified copy of resolutions of the board of directors of the Subscriber approving this Agreement and substantially the subscription of the Subscription Shares and the execution and completion hereof and the execution of the Shareholders’ Agreement and the Deed of Release and of all documents incidental hereto; and
(f) the instructions signed by the Subscriber to the Escrow Agent to release the documents referred to in Clause 2.02 of the form set out in Schedule 2, BVI Charge.
(iv) The Company’s Guarantors shall deliver to the Company and attaching thereto as exhibits all supporting documents, showing the Subscriber such fulfilment.documents to be agreed by the parties hereto which may include the Shareholders Agreement and/or the Supplemental Agreement.:-
Appears in 1 contract
Samples: Subscription Agreement (Tongjitang Chinese Medicines Co)
At Completion. all (but not some only, unless 5.3.1 the Subscriber so agrees) of Vendor and 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 Vendor Guarantor shall deliver to the Subscriber, each in form and substance Company (with certified copies to the reasonable satisfaction Purchaser) letters of resignation by all the Resigning Directors, expressed to be subject to the Offer proceeding, with effect from the later of (1) the first closing date of the Subscriber:
Offer and (i2) a certified true copy the date on which the Offer becomes or is declared unconditional (or such earlier date as the Executive under the Takeovers Code may permit) but otherwise unconditional and irrevocable, as directors of the Board resolutions approving and/or ratifying the matters below:
(A) approving the terms of, Company 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 each subsidiary of the IssuerCompany of which they are respectively directors, to signconfirming, execute and/or despatch all documents and notices to be signedin each case, executed and/or despatched that they have no claims against the Company or the relevant subsidiary (as the case may be), whether by it under way of compensation for loss of office or in connection with this Agreementotherwise howsoever; and
(D) 5.3.2 the Vendor shall procure that a specimen board meeting of the signature Company is held at which resolutions shall be passed approving:-
5.3.2.1 the resignations of each person authorised by the resolution Resigning Directors, as directors of the Company 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 Shares5.3.1; and
5.3.2.2 the appointment with effect from the date of posting of the Offer Document (v) a closing certificateor such earlier date specified by the Purchaser which the Executive has consented to), dated but otherwise on an unconditional and irrevocable basis, of such persons as at the Completion Date Purchaser shall nominate as directors of the Company; and addressed the Vendor shall deliver to the Subscriber Purchaser certified copies of the minutes of the board meeting containing those resolutions; and
5.3.3 the Vendor shall procure that a board meeting of each key subsidiary of the Company nominated by the Purchaser is held at which resolutions shall be passed approving:
5.3.3.1 the resignations of the Resigning Directors, as directors of such key subsidiary; and
5.3.3.2 the appointment with effect from the Issuer, executed by a Director date of the posting of the Offer Document (or another duly authorised signatory) such earlier date specified by the Purchaser which the Executive has consented to), but otherwise on an unconditional and substantially in irrevocable basis, of such persons as the form set out in Schedule 2, Purchaser shall nominate as directors of such key subsidiary. and attaching thereto as exhibits all supporting documents, showing the Vendor shall deliver to the Purchaser certified copies of the minutes of the board meetings of each such fulfilmentkey subsidiary containing those resolutions.
Appears in 1 contract
At Completion. all (but not some only, unless 1) the Subscriber so agreesVendor shall deliver or cause to be delivered to the Purchaser:
(a) valid instrument of transfer in respect of the Sale Shares owned by the Vendor duly executed by it in favour of the Purchaser (or its nominee) accompanied by the relevant duly signed, sealed and cancelled certificate of the Sale Shares issued in the name of the Vendor;
(b) the original share certificate in respect of the Sale Shares issued in the name of the Purchaser (or its nominee) and a copy of the updated register of members of the Company recording the transfer of the Sale Shares to the Purchaser (or its nominee) as certified as true and complete by a Director;
(c) (if applicable) all powers of attorney or other authorities under which the transfer in respect of the Sale Shares have been executed by or on behalf of the Vendor;
(d) (if applicable) such waivers, consents or other documents as may be required to give good title to the Sale Shares to the Purchaser (or its nominee) and to enable the Purchaser (or its nominee) to be registered as the holders of the Sale Shares;
(e) written confirmation from the Vendor that it is not aware of any matter or thing which is in breach of or inconsistent with any of the Vendor’s Warranties; and
(f) a copy, certified as true and correct by a Director, of the resolutions of the Board referred to in Clause 7.02(2);
(g) the Tax and Other Indemnity duly executed by the Vendor; and
(h) a copy, certified as true and correct by a director or the company secretary of the Vendor, of the resolutions of the meeting of the board of directors of the Vendor approving the execution and performance of this Agreement and the transactions contemplated hereunder; and
(2) the Vendor shall cause the following business shall resolutions be transactedpassed by the Board:
(a) the Issuer shall issue approval for the Subscription transfer of the Sale Shares to the Subscriber Purchaser (or its nominee) free and clear the registration 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 such transfer in the branch register Company’s Register of members of the Issuer maintained by ComputershareMembers;
(b) the Issuer shall deliver to the Subscriber, each in form and substance to the reasonable satisfaction issue 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 new share certificates certificate in respect of the Subscription Sale Shares in to the name of the Subscriber Purchaser (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
(vc) a closing certificate, dated the approval or noting of such other matters as at the Completion Date and addressed may be incidental to the Subscriber from above matters and/or the Issuer, executed by a Director Completion; and
(or another duly authorised signatory3) and substantially the Purchaser shall pay to the Vendor the Consideration in the form set out in Schedule 2, and attaching thereto as exhibits all supporting documents, showing such fulfilmentaccordance with Clause 4.
Appears in 1 contract
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 Vendor shall deliver to or, in the Subscribercase of Clauses 6.2 (vi), each in form (vii) and substance to (viii) below make available for inspection by, the reasonable satisfaction of the SubscriberPurchaser:
(i) a certified true copy evidence satisfactory to the Purchaser 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 satisfaction 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 conditions specified in Clause 4.3(b)(i)(B) 3.1 above;
(ii) a certificate signed by a director of the original definitive Vendor and a director of the Company confirming that all the representations and warranties contained in Clause 7 and 8 11 Schedule 13 have been complied with and would be correct in all respects as if repeated on the Completion Date by reference to the circumstances then existing and that all the undertakings on the part of the Vendor contained in Clause 11 have been fully performed and observed by the Vendor;
(iii) duly executed transfers and duly executed sold notes in respect of the Sale Shares in favour of the Purchaser (including all powers of attorney or other authorities under which the transfers and sold notes in respect of the Sale Shares have been executed) or as it may direct accompanied by the relative share certificates for the Sale Shares;
(iv) certified true copies of the resolutions passed by the board of directors of the Company:
(a) approving the transfer of the Sale Shares to the Purchaser, or the transfer of any part of the Sale Shares to a nominee appointed by the Purchaser, save that such approval shall be conditional on the instruments of transfer being duly stamped in accordance with the Stamp Duty Ordinance;
(b) authorising the issue of the new share certificates in respect of the Subscription Sale Shares in favour of the Purchaser or such nominee of the Purchaser;
(c) approving the entering in the Register of Members of the Company, the name of the Subscriber (Purchaser as holder of the Sale Shares or that of its nominee), save that such approval shall be conditional on the instruments of transfer being duly stamped in accordance with the Stamp Duty Ordinance;
(iiid) a certified true copy appointing as directors of the confirmation letter issued Company, the persons nominated by Computershare confirming that the Subscriber (or its nominee) is Purchaser as notified to the registered holder Vendor in writing upon execution of this Agreement with effect from the Subscription SharesCompletion Date;
(ive) a copy revoking all existing authorities to bankers in respect of the approval from operation of its bank accounts and giving authority in favor of such persons as the HKSE for Purchaser and the listing of, Vendor may nominate (such nomination to be communicated to the Vendor prior to Completion) to operate such accounts;
(f) authorising the execution and permission to deal in, all delivery of the Subscription SharesDeed of Indemnity by the Company and its execution under seal of the Company; and
(g) authorising the execution and delivery by the Company of each of the Shareholders' Agreement and the Employment Agreements;
(v) a closing certificate, dated as at certified true copies of the Completion Date and addressed resolutions passed by the shareholders of the Vendor:
(a) approving the sale of the Sale Shares to the Subscriber from Purchaser; and
(b) authorising the Issuerexecution and delivery by the Vendor of each of the Put Option Agreement, executed by a Director (or another duly authorised signatory) the Call Option Agreement, the Fico Call Option Agreement, the Shareholders' Agreement, the Escrow Agreement, the Charge and substantially in the form set out in Schedule 2, and attaching thereto as exhibits all supporting documents, showing such fulfilment.Deed of Indemnity;
Appears in 1 contract
Samples: Sale and Purchase Agreement (Flextronics International LTD)
At Completion. all (but not some only, unless the Subscriber so agrees) of the following business shall be transacted:
(a) each Seller shall release their stock transfer form(s) and transfer the Issuer shall issue the Subscription Sale 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 ComputershareUM;
(b) the Issuer shall deliver to the Subscriber, each in form and substance to the reasonable satisfaction a meeting of the Subscriberboard of directors of the Company shall be held and board minutes shall be approved and signed by the chairman of the meeting (or written resolutions of the board of directors of the Company shall be entered into by each director) pursuant to which the Company shall:
(i) a certified true copy ratify the terms of the Board resolutions approving and/or ratifying Company Resolutions and the matters belowNew Articles and the circulation of these to the Sellers;
(ii) ratify the terms of the Required Consents and the circulation of these to those parties to such Required Consents;
(iii) ratify the terms of and entry into this Agreement;
(iv) approve the terms of and entry into each of the documents to be entered into by the Company which are referred to herein as being in agreed form;
(v) subject to receipt of the stock transfer forms in relation to the Sale Shares duly stamped and (where appropriate) adjudicated:
(A) approving register the terms of, transfer of the Sale Shares from the Sellers to UM;
(B) cancel the share certificates held by the Sellers in respect of the Sale Shares; and
(C) execute and deliver share certificate(s) to UM for the transactions contemplated by, this Agreement Sale Shares;
(vi) approve the resignation of the Resigning Directors as directors of the Company;
(vii) approve the form of and resolving that entry into the Issuer executes Director Deed of Indemnity with each New Director;
(viii) approve the appointment of the New Directors as directors of the Company; and
(ix) pass any such other resolutions as may be required to carry out the obligations of the Company under this Agreement;
(Bc) authorising a specified person meeting of the Board shall be held and board minutes shall be approved and signed by the chairman of the meeting (or persons written resolutions of the Board shall be entered into by each director) pursuant to execute this Agreement which UM shall:
(i) ratify the terms of the UM Resolutions and the circulation of these to the shareholders of UM eligible to vote on the Issuer’s behalfeach;
(Cii) authorising a specified person or personsratify the terms of and entry into this Agreement and the Disclosure Letter;
(iii) approve the terms of and entry into this Agreement, on behalf the Share Restriction Deeds and each of the Issuer, to sign, execute and/or despatch all documents and notices to be signedentered into by UM which are referred to herein as being in the agreed form;
(iv) issue the UM Shares credited as fully paid to each of the Sellers in the numbers set out in column (5) of the table in Schedule 1, executed and/or despatched and enter the name of each of such Sellers in the register of members (and, in the case of a Seller who is already a shareholder of UM, make an additional entry next to their name in the register of members);
(v) execute and deliver a share certificate to each of the relevant Sellers for the UM Shares set out against its name in column (5) of the table in Schedule 1; and
(vi) pass any such other resolutions as may be required to carry out the obligations of UM under this Agreement;
(d) each Seller (other than each Preference Seller and Heptares Therapeutics Limited) shall enter into and deliver to UM a Power of Attorney;
(e) each Seller shall enter into and deliver to UM a Voting Power of Attorney;
(f) each Seller and the Company shall sign and deliver to UM its signature to the Deed of Termination;
(g) UM shall sign the Share Restriction Deeds and deliver the relevant Share Restriction Deed to each Unvested Seller, and each Unvested Seller shall sign and deliver their relevant Share Restriction Deed to the Company;
(h) the Company shall sign and deliver a Director Deed of Indemnity to each New Director, and UM shall procure that each New Director shall sign and deliver the same to the Company;
(i) the Company shall provide copies of each of the Required Consents to UM, which shall have been obtained, not repudiated, in full force and effect and in form and substance reasonably satisfactory to UM;
(j) UM shall deliver a notice to the Company confirming that it is a registrable relevant legal entity (within the meaning of section 790C of the Act) in relation to the Company;
(k) UM shall file Companies House form SH01 (return of allotment of shares) in respect of the allotment of the UM Shares pursuant to this Agreement;
(l) the Company shall make all filings with Companies House as made be required by it under or the actions set out in connection with this Agreement; and
(Dm) all necessary tax filings and elections shall be made, including submitting stock transfer forms for stamping. For the purposes of this Schedule: 409A Plan means a specimen nonqualified deferred compensation plan (as such term is defined under Section 409A(d)(1) of the signature Code, as amended and the guidance thereunder) under which the Company or any of each person authorised by its Subsidiaries makes, is obligated to make or promises to make, payments; Accounts means the resolution referred to in Clause 4.3(b)(i)(B) above;
(ii) the original definitive share certificates in respect financial statements of the Subscription Shares Company for the fifteen (15) Month period ended on the Accounts Date in the name agreed form, consisting of an unaudited balance sheet 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 Company as at the Completion Date Accounts Date, a statement of changes in equity 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.notes thereto;
Appears in 1 contract
Samples: Contribution Agreement (Centessa Pharmaceuticals LTD)
At Completion. all (but not some only, unless 4.3.1 the Company shall deliver a written confirmation addressed to the Subscriber so agrees) and the Subscriber Subsidiary jointly and dated the date of Completion confirming that there has been no material adverse change in the business or financial condition of the following business Company, its Affiliates, taken as a whole, since the date of this Agreement;
4.3.2 the Subscriber or the Subscriber Subsidiary, as appropriate, shall be transacted:
(a) the Issuer shall issue make payment of the Subscription Amount in immediately transferable funds by direct transfer to such account as the Company shall notify the Subscriber and the Subscriber Subsidiary in writing at least three Business Days prior to Completion (the “DESIGNATED ACCOUNT”) and such transfer into the Designated Account shall constitute a complete discharge of the obligations of the Subscriber and the Subscriber Subsidiary in respect of the Subscription Amount and under this Agreement;
4.3.3 the Company shall allot the LK “B” Shares to the Subscriber (or its nominee) free the Subscriber Subsidiary, as appropriate, and clear issue a share certificate in respect of all Encumbrances and credited as fully paid on terms that they rank pari passu the LK “B” Shares in all respects with the existing issued Shares (including the right to rank in full for all distributions declared, paid name of MOUNT KNOWLEDGE ASIA LTD or made other entity designated by the Issuer after the Completion Date) Subscriber and shall promptly thereafter register (or procure the share registrar to register) the Subscriber MOUNT KNOWLEDGE ASIA LTD as a registered shareholder of the Issuer member in respect of the Subscription LK “B” Shares in and deliver 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 certificate to the Subscriber from or the IssuerSubscriber Subsidiary, executed by as appropriate, for such purpose;
4.3.4 the Subscriber may arrange for a Director (or another duly authorised signatory) and substantially in Company Announcement to be published stating that Completion has taken place on the form set out in Schedule 2, and attaching thereto as exhibits all supporting documents, showing such fulfilmentdate of Completion.
Appears in 1 contract
Samples: Subscription Agreement (Mount Knowledge Holdings, Inc.)
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 each of the Issuer in respect of the Subscription Shares in the branch register of members of the Issuer maintained by Computershare;
(b) the Issuer Vendors shall deliver to the Subscriber, each in form and substance Purchaser or procure the delivery to the reasonable satisfaction of the SubscriberPurchaser of:
(i) a certified true copy transfer of all of its Shares into the name of the Board resolutions approving and/or ratifying the matters below:
(A) approving the terms ofPurchaser, 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, duly 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)(Bregistered holder(s) abovethereof;
(ii) the original definitive share certificates in respect of the Subscription Shares in the name all of the Subscriber (its Shares, or its nominee)an indemnity for any lost share certificates;
(iii) a certified true counterpart of the Completion Escrow Agreement, duly executed by the Vendor Representative;
(iv) (where such Vendor is a body corporate) a copy of a board resolution of such Vendor approving the Transaction and the execution by such Vendor of the Transaction Documents and any other Transaction Document to which such Vendor is party; and
(v) where a Vendor has executed any Transaction under power of attorney, a copy of the confirmation letter issued duly executed version of such power of attorney.
(b) the Vendors shall deliver to the Purchaser or procure the delivery to the Purchaser (except to the extent covered in paragraph 1.2 below) of:
(i) a Resignation Letter duly executed by Computershare confirming that each of the Subscriber Resigning Officers in respect of the relevant Group Companies;
(or its nomineeii) is a copy of the resolution as are referred to in paragraph (c), duly certified to be a true copy by a director of the Company;
(iii) a copy of the Company’s register of members, updated to reflect the consummation of the Transaction and certified as a true copy by the registered holder agent of the Subscription Shares;Company; and
(iv) a copy of the approval Company’s register of directors, certified as a true copy by the registered agent of the Company and updated to reflect that the persons nominated by the Purchaser have been appointed as directors to the Board of the Company and that the relevant Resigning Officers have resigned and are no longer directors of the Company, provided that the Purchaser has provided all information required by the registered agent of the Company no less than three Business Days in advance of Completion.
(c) the Vendors shall procure that a board resolution of the Company is passed to approve the following matters:
(i) the transfers of the Shares and registration, in the register of members, of the Purchaser as the holder of the Shares and issuance of share certificates in the name of the Purchaser;
(ii) the appointment of the persons nominated by the Purchaser as directors, secretary and/or auditors of the Company with effect from the HKSE for Completion Date;
(iii) resignation of the listing of, and permission to deal in, all the Subscription SharesResigning Officers; and
(viv) a closing certificateupdate of the register of directors and officers of the Company to reflect the appointments and resignations referred to, dated as at the Completion Date and addressed to the Subscriber from the Issuerrespectively, executed by a Director (or another duly authorised signatoryin paragraphs 1.1(c)(ii) and substantially in the form set out in Schedule 2, and attaching thereto as exhibits all supporting documents, showing such fulfilment1.1(c)(iii) of this Schedule.
Appears in 1 contract
Samples: Share Purchase Agreement (China Lodging Group, LTD)
At Completion. all (but not some only, unless 5.2.1 the Subscriber so agrees) of Seller shall deliver or cause to be delivered to the following business shall be transactedPurchaser:
(a) a declaration duly signed on behalf of 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 Seller 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 certificates in respect of all the Subscription Shares Sale Shares, which are kept in bank deposit in accordance with the branch register of members of the Issuer maintained by ComputersharePanTel Loan Facility, have been provided with a blank endorsement;
(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, declaration duly signed on behalf of the IssuerSeller and with the acknowledgement of receipt by the bank holding the Sale Shares stating that the Purchaser will acquire title to the Sale Shares with effect of the payment of the Consideration;
(c) a written notice in the form required by Act CXLIV of 1997 on Business Associations to the Board of Directors of the Company in respect of the sale of the Sale Shares to the Purchaser;
(d) the written undertaking in relation to the HTCC Common Shares referred to in Clause 3.4;
(e) written confirmation of the Seller’s consent to the termination of the Shareholders’ Agreement and that the Seller has no claims arising there from;
(f) the written declarations duly signed by the members of the Company’s Board of Directors and Supervisory Board nominated by the Seller, to signthe Seller stating that (i) they resign from their respective positions with, execute and/or despatch all documents in each case, effect from the date of such declaration and notices to be signed(ii) they have no claims (with the exception of maximum one month remuneration due from the Company as a result of fulfilling such position) against the Company or the Purchaser whether for loss of office or otherwise;
(g) a declaration duly signed on behalf of the Seller confirming that each of the Warranties is true, executed and/or despatched by it under or in connection with this Agreementfulfilled, complete and accurate as at Completion; and
(Dh) a specimen proof of PT Invest’s good standing.
5.2.2 the Purchaser shall
(a) instruct its bankers to pay the cash part of the signature Consideration by bank transfer to the Seller’s bank account, the details of each person authorised which shall be notified by the resolution referred Seller to in Clause 4.3(b)(i)(B) abovethe Purchaser at least 15 Business Days prior to the Completion Date and shall provide - as evidence of payment - a faxed copy of the bank’s confirmation on the said irrevocable transfer of the cash part of the Consideration;
(iib) hand over the original definitive share certificates in respect of relating to theHTCC Common Shares to 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 SharesSeller; and
(vc) a closing certificate, dated as at give the Completion Date Seller sight of the consent of Pansource and addressed MÁV to the Subscriber from termination of 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 fulfilmentShareholders’ Agreement.
Appears in 1 contract
Samples: Share Purchase Agreement (Hungarian Telephone & Cable Corp)
At Completion. all (but not some only, unless a) in exchange for the Subscriber so agrees) payment of the following business Purchase Price to be made under Clause 4.3, the Seller shall deliver (where appropriate as agent for the Company) to TEN:
(i) a transfer in respect of the Sale Shares in the usual Panamanian form executed by the registered holders in favour of TEN or as it may direct;
(ii) certificates for the Sale Shares and any other documents which may be transacted:required to give good title to the Sale Shares and to enable TEN to procure registration of the same in its name or as it may direct;
(iii) the resignations of each of the directors and the secretary of the Company in the agreed form and confirmation by the Seller in the agreed form that the Seller has no claims against the Company;
(iv) a certified copy of the constitutional documents of the Seller and of board resolutions of the Seller authorising the transactions covered by this Agreement and of any power of attorney under which this Agreement and any document required to be delivered under this Clause 4.2
(a) has been or is to be executed;
(v) a letter of acceptance of appointment from the Issuer shall issue the Subscription Shares to the Subscriber Seller’s process agent appointed under Clause 10.1;
(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 registervi) the Subscriber as Company’s certificate of incorporation, certificate of incorporation on change of name (if applicable), statutory registers and other statutory records (if any) for a registered shareholder Panamanian company;
(vii) an opinion in relation to matters of the Issuer Liberian law addressed to TEN in respect of the Subscription Shares Seller and its capacity and authorisation to enter into, and its due execution of, this Agreement and all documents to be delivered under this Agreement, in form and substance satisfactory to TEN;
(viii) a duly executed Notice of Assignment;
(ix) evidence that all existing mandates for the branch register operation of members bank accounts of the Issuer maintained Company have been revoked and new mandates issued giving authority to persons nominated by Computershare;TEN and statements of the current balances on all such accounts.
(b) the Issuer TEN shall deliver to the Subscriber, each in form and substance to the reasonable satisfaction of the SubscriberSeller:
(i) a certified true copy of the Board constitutional documents of TEN and of board resolutions approving and/or ratifying the matters below:
(A) approving the terms of, and of TEN authorising the transactions contemplated by, covered by this Agreement and resolving that the Issuer executes this Agreement;
(B) authorising a specified person or persons to execute of any power of attorney under which 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 any document required to be signed, executed and/or despatched by it delivered under this Clause 4.2(b) has been or in connection with this Agreement; and
(D) a specimen of the signature of each person authorised by the resolution referred is to in Clause 4.3(b)(i)(B) abovebe executed;
(ii) the original definitive share certificates in respect a letter of the Subscription Shares in the name acceptance 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 appointment from the HKSE for the listing of, and permission to deal in, all the Subscription SharesTEN’s process agent appointed under Clause 10.1; and
(vc) TEN shall deliver to Hyundai a closing certificate, dated as at guarantee replacing the Completion Date Guarantee to enable the Guarantee to be cancelled and addressed to pending cancellation TEN shall indemnify TST and keep it indemnified against all claims and demands made on it by Hyundai under 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 fulfilmentGuarantee.
Appears in 1 contract
Samples: Share Sale and Purchase Agreement (Tsakos Energy Navigation LTD)
At Completion. all (but not some only, unless the Subscriber so agrees) of the following business shall be transacted:
(a) each Seller shall release their stock transfer form(s) and transfer the Issuer shall issue the Subscription Sale 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 ComputershareUM;
(b) the Issuer shall deliver to the Subscriber, each in form and substance to the reasonable satisfaction a meeting of the Subscriberboard of directors of the Company shall be held and board minutes shall be approved and signed by the chairman of the meeting (or written resolutions of the board of directors of the Company shall be entered into by each director) pursuant to which the Company shall:
(i) a certified true copy ratify the terms of the Board resolutions approving and/or ratifying Company Resolutions and the matters belowNew Articles and the circulation of these to the Sellers;
(ii) ratify the terms of and entry into this Agreement;
(iii) approve the terms of and entry into each of the documents to be entered into by the Company which are referred to herein as being in agreed form;
(iv) subject to receipt of the stock transfer forms in relation to the Sale Shares duly stamped and (where appropriate) adjudicated:
(A) approving register the terms of, transfer of the Sale Shares from the Sellers to UM;
(B) cancel the share certificates held by the Sellers in respect of the Sale Shares; and
(C) execute and deliver share certificate(s) to UM for the transactions contemplated by, this Agreement Sale Shares;
(v) approve the resignation of the Resigning Directors as directors of the Company;
(vi) approve the form of and resolving that entry into the Issuer executes Director Deed of Indemnity with each New Director;
(vii) approve the appointment of the New Directors as directors of the Company; and
(viii) pass any such other resolutions as may be required to carry out the obligations of the Company under this Agreement;
(Bc) authorising the Company shall procure a specified person meeting of the board of directors of Ultrahuman Two shall be held and board minutes shall be approved and signed by the chairman of the meeting (or persons written resolutions of the board of directors of Ultrahuman Two shall be entered into by each director) pursuant to execute this Agreement which Ultrahuman Two shall:
(i) ratify the terms of the shareholder resolutions and the new articles of association to be adopted on or before Completion by Ultrahuman Two and the Issuer’s behalfcirculation of these to the Company;
(Cii) authorising a specified person or persons, on behalf approve the form of and entry into the Director Deed of Indemnity with each New Director;
(iii) approve the resignation of the Issuer, Resigning Directors as directors of the Ultrahuman Two;
(iv) approve the appointment of the New Directors as directors of the Ultrahuman Two; and
(v) pass any such other resolutions as may be required;
(d) the Company shall procure a meeting of the board of directors of Ultrahuman Four shall be held and board minutes shall be approved and signed by the chairman of the meeting (or written resolutions of the board of directors of Ultrahuman Four shall be entered into by each director) pursuant to sign, execute and/or despatch all documents which Ultrahuman Four shall:
(i) ratify the terms of the shareholder resolutions and notices the new articles of association to be signedadopted on or before Completion by Ultrahuman Four and the circulation of these to the Company;
(ii) approve the form of and entry into the Director Deed of Indemnity with each New Director;
(iii) approve the resignation of the Resigning Directors as directors of the Ultrahuman Four;
(iv) approve the appointment of the New Directors as directors of the Ultrahuman Four; and
(v) pass any such other resolutions as may be required;
(e) a meeting of the Board shall be held and board minutes shall be approved and signed by the chairman of the meeting (or written resolutions of the Board shall be entered into by each director) pursuant to which UM shall:
(i) ratify the terms of the UM Resolutions and the circulation of these to the shareholders of UM eligible to vote on each;
(ii) ratify the terms of and entry into this Agreement and the Disclosure Letter;
(iii) approve the terms of and entry into this Agreement and each of the documents to be entered into by UM which are referred to herein as being in agreed form;
(iv) issue the UM Shares credited as fully paid to each of the Sellers in the numbers set out in column (5) of the table in Schedule 1, executed and/or despatched and enter the name of each of such Sellers in the register of members (and, in the case of a Seller who is already a shareholder of UM, make an additional entry next to their name in the register of members);
(v) execute and deliver a share certificate to each of the relevant Sellers for the UM Shares set out against its name in column (5) of the table in Schedule 1; and
(vi) pass any such other resolutions as may be required to carry out the obligations of UM under this Agreement;
(f) each Seller (other than each Preference Seller) shall enter into and deliver to UM a Power of Attorney;
(g) each Seller shall enter into and deliver to UM a Voting Power of Attorney;
(h) each Seller and the Company shall sign and deliver to UM its signature to the Deed of Termination;
(i) the Company, Ultrahuman Two and Ultrahuman Four shall make all filings with Companies House as may be required by the actions set out in this Agreement;
(j) UM shall deliver a notice to the Company confirming that it under or is a registrable relevant legal entity (within the meaning of section 790C of the Act) in connection with relation to the Company;
(k) each Group Company shall sign and deliver a Director Deed of Indemnity to each New Director, and UM shall procure that each New Director shall sign and deliver the same to each Group Company;
(l) UM shall file Companies House form SH01 (return of allotment of shares) in respect of the allotment of the UM Shares pursuant to this Agreement; and
(Dm) all necessary tax filings and elections shall be made, including submitting stock transfer forms for stamping. For the purposes of this Schedule: 409A Plan means a specimen nonqualified deferred compensation plan (as such term is defined under Section 409A(d)(1) of the signature Code, as amended and the guidance thereunder) under which the Company or any of each person authorised by the resolution referred its Subsidiaries makes, is obligated to in Clause 4.3(b)(i)(B) above;make or promises to make, payments; Accounts means:
(iia) the original definitive share certificates in respect of the Subscription Shares Company, the financial statements of the Company for the twelve (12) Month period ended on the Accounts Date in the name agreed form, consisting of an unaudited balance sheet of the Subscriber (or its nominee)Company as at the Accounts Date, a statement of changes in equity and the notes thereto;
(iiib) a certified true copy in respect of Ultrahuman Two Limited, the financial statements of the confirmation letter issued by Computershare confirming that Company for the Subscriber twelve (or its nominee12) is Month period ended on the registered holder Accounts Date in the agreed form, consisting of an unaudited balance sheet of the Subscription SharesCompany as at the Accounts Date, a statement of changes in equity and the notes thereto;
(ivc) a copy in respect of Ultrahuman Four Limited, the financial statements of the approval from the HKSE Company for the listing oftwelve (12) Month period ended on the Accounts Date in the agreed form, and permission to deal in, all consisting of an unaudited balance sheet of the Subscription Shares; and
(v) a closing certificate, dated Company as at the Completion Date Accounts Date, a statement of changes in equity 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.notes thereto;
Appears in 1 contract
Samples: Contribution Agreement (Centessa Pharmaceuticals LTD)
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 The Seller shall deliver to the Subscriber, each in form and substance Buyer of or make available to the reasonable satisfaction of the SubscriberBuyer or its designee:
(i) a certified true copy stock transfer forms relating to all of the Board resolutions approving and/or ratifying the matters below:
(A) approving the terms ofShares and Securities duly executed, dated 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 completed in favour of the Issuer, to sign, execute and/or despatch all documents and notices to be signed, executed and/or despatched by Buyer (or as 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) abovemay direct);
(ii) the original definitive all stock and share certificates in respect of relating to the Subscription Shares in the name of the Subscriber (or its nominee)and Securities;
(iii) a certified true copy any executed and undated resignation letters and letters of authority for any directors of the confirmation letter issued UK Subsidiary which have been delivered by Computershare confirming that the Subscriber (or its nomineeBorrower to the Seller pursuant to clause 2.3(iv) is the registered holder of the Subscription SharesShare Mortgage;
(iv) a copy any letters of authority and irrevocable proxy delivered by the Borrower to the Seller pursuant to clause 2.3(a)(ii) and (iii) of the approval from the HKSE for the listing ofShare Mortgage, and permission any other documents provided by the Borrower to deal inthe Seller under clause 2.3(a)(v) of the Share Mortgage;
(v) share certificates relating to all of the issued shares in the capital of each of Progressive Gaming International (Group) Ltd and Progressive Gaming International (UK) Ltd, all and any undated stock transfer forms in relation to any of the Subscription Sharesissued shares in the capital of either of these companies which are in the possession of the Seller;
(vi) to the extent in the Seller’s possession at Completion, the common seals, certificates of incorporation and statutory books and share certificate books of each UK Subsidiary; and
(vvii) an executed copy of a closing certificatedeed of release entered into by the Seller, dated as at in the Completion Date agreed form, which unconditionally and addressed to irrevocably releases: (1) the Subscriber Shares and Securities and the Related Rights from the Issuer, executed security created by a Director (or another duly authorised signatorypurported to be created by) the Share Mortgage and substantially (2) the security created by (or purported to be created by) the debentures executed and delivered by the Borrower and the UK Subsidiaries in favour of the form set out Seller (the “Debentures”) as security and collateral for the Obligations under the Credit Agreement.
(b) The transfer and assignment of the Related Rights provided for in Schedule 2, and attaching thereto as exhibits all supporting documents, showing such fulfilmentclause 2.3 shall take effect.
Appears in 1 contract
Samples: Share Purchase Agreement (Progressive Gaming International Corp)
