Common use of At Completion Clause in Contracts

At Completion. (a) the Joint Liquidators and/or the Company will procure the execution of the instruments of transfer and bought and sold notes in respect of the Scheme Shares by an agent duly authorised on behalf of the holders of the Scheme Shares pursuant to the Court Order for the purpose of effecting the transfer of the Scheme Shares to the Company pursuant to Clause 2.1(a); (b) the Company shall allot and issue the Shares as set out in Clauses 2.1(b), 2.2(a), 2.2(b), and 2.3(b); (c) the Acquisition Agreement shall be completed in accordance with its terms and the Company shall allot and issue the Shares on the basis set out in Clauses 2.3(a) and the Preference Shares on the basis set out in 2.3(c); (d) the Company shall enter the names of the holders of the Shares and Preference Shares allotted and issued pursuant to Clause 4.2(b) and 4.2(c) into the register of members of the Company (without payment of any registration fee, if any); (e) the Company shall procure that valid share certificates in respect of the Shares (each in a form complying with the Listing Rules) shall be issued and despatched to the allottees pursuant to the allotment referred to in Clause 4.2(b) and 4.2(c); (f) the Company shall deliver the relevant instrument of transfer and bought and sold note duly executed by the Company for the transfer of its entire holding of Scheme Shares for a total consideration of HK$1.00 to the Joint Liquidators or their nominee to be held by them as trustee for the Admitted Creditors; (g) the Joint Liquidators and/or the Company shall use their respective best endeavours to procure the withdrawal of the listing of the Scheme Shares from the Stock Exchange within five (5) days from Completion which date shall, subject to approval by the Stock Exchange, be a date not later than the second business day immediately prior to the date of listing of the Shares; and (h) any relevant provision of the Preliminary Agreement shall be observed, in particular, Clause 5(a) of the Preliminary Agreement in favour of Albatronics, save to the extent such transactions may already have occurred prior to Completion.

At Completion. (a) the Joint Liquidators and/or Vendor shall deliver or cause to be delivered to the Company will procure the execution of the instruments Purchaser: (i) duly executed instrument(s) of transfer and bought and sold notes note(s) in respect of the Scheme Sale Shares by an agent duly authorised on behalf in favour of the holders Purchaser and/or its nominee(s) accompanied by the relevant certificate(s) for the Sale Shares; (ii) certified true copy (certified by its director or company secretary) board resolutions of the Scheme Shares pursuant to Vendor approving the Court Order for the purpose of effecting the sale and transfer of the Scheme Sale Shares to the Company pursuant Purchaser in the manners stipulated herein and the signing of this Agreement, and all powers of attorney or other authorities under which the instrument of transfer is to Clause 2.1(a)be executed; (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 Company Vendor shall allot and issue the Shares as set out in Clauses 2.1(b), 2.2(a), 2.2(b), and 2.3(b); (c) the Acquisition Agreement shall be completed in accordance with its terms and the Company shall allot and issue the Shares on the basis set out in Clauses 2.3(a) and the Preference Shares on the basis set out in 2.3(c); (d) the Company shall enter the names cause or procure a meeting of the holders board of the Shares and Preference Shares allotted and issued pursuant to Clause 4.2(b) and 4.2(c) into the register of members directors of the Company to be held approving (without payment of any registration fee, if any); (ei) the Company shall procure transfer of the Sale Shares to the Purchaser and resolving that valid share certificates in respect of the Sale Shares (each in a form complying with the Listing Rules) shall be issued and despatched to the allottees Purchaser, (ii) the appointment of such person(s) as the Purchaser may nominate as director(s) of the Company, and (iii) the acceptance of resignation of such director(s) pursuant to Clause 5.2(c), and deliver to the allotment referred to in Clause 4.2(b) and 4.2(c); (f) the Company shall deliver the relevant instrument Purchaser copy of transfer and bought and sold note duly executed minutes of such board meeting certified as correct by the Company for the transfer of its entire holding of Scheme Shares for a total consideration of HK$1.00 to the Joint Liquidators director or their nominee to be held by them as trustee for the Admitted Creditors; (g) the Joint Liquidators and/or the Company shall use their respective best endeavours to procure the withdrawal secretary of the listing of the Scheme Shares from the Stock Exchange within five (5) days from Completion which date shall, subject to approval by the Stock Exchange, be a date not later than the second business day immediately prior to the date of listing of the SharesCompany; and (hc) any relevant provision the Vendor shall procure the resignation of the Preliminary Agreement shall be observed, in particular, Clause 5(adirector(s) of the Preliminary Agreement in favour of Albatronics, save Company nominated or appointed by it with effect from the Completion Date and shall deliver to the extent Company the resignation letter of such transactions may already have occurred prior to Completiondirector(s) confirming he/she has no claim against the Company in the form as set out in Schedule 3.

At Completion. (a) the Joint Liquidators and/or Buyer shall: (i) pay the Company will Consideration in cash and in full in accordance with Clause 2.2 (Consideration and Leakage); and (ii) pay, or procure the execution of the instruments of transfer and bought and sold notes in respect of the Scheme Shares payment by an agent duly authorised or on behalf of the holders relevant Group Members, of the Scheme Shares pursuant Third Party Indebtedness and the Shareholder Indebtedness by wire transfer of immediately available funds to the Court Order for account specified in the purpose of effecting the transfer of the Scheme Shares to the Company pursuant to Clause 2.1(a)related payoff letter and/or security release documents; (b) the Company Seller shall allot and issue shall cause its applicable Affiliates to: (i) deliver (or cause to be delivered) to the Shares as set out Buyer: (A) executed payoff letters and, subject to the compliance by the Buyer with its obligations in Clauses 2.1(bClause 5.3(a)(ii), 2.2(a), 2.2(b), and 2.3(b); (c) security release documents in form reasonably satisfactory to the Acquisition Agreement shall be completed in accordance with its terms and the Company shall allot and issue the Shares on the basis set out in Clauses 2.3(a) and the Preference Shares on the basis set out in 2.3(c); (d) the Company shall enter the names of the holders of the Shares and Preference Shares allotted and issued pursuant to Clause 4.2(b) and 4.2(c) into the register of members of the Company (without payment of any registration fee, if any); (e) the Company shall procure that valid share certificates Buyer in respect of the Shares Third Party Indebtedness and the Shareholder Indebtedness (each and Seller shall have delivered final drafts of all such documents at least three (3) Business Days prior to the Completion); and (B) evidence in a form complying reasonably satisfactory to the Buyer of the payment in full of the transaction expenses incurred by (i) Seller to the extent borne or to be borne by a Group Member or (ii) the Company, in each case, in connection with the Listing Rules) shall be issued negotiation, execution and despatched to consummation of the allottees pursuant to the allotment referred to in Clause 4.2(b) and 4.2(c)transactions contemplated by this Agreement; (fii) deliver (or cause to be delivered) to the Company shall deliver the relevant Buyer unit power or other instrument of transfer and bought and sold note duly executed by the Company providing for the transfer of its entire holding of Scheme Shares for a total consideration of HK$1.00 the Units by the Seller to the Joint Liquidators or their nominee to be held Buyer in such forms reasonably agreed by them as trustee for the Admitted CreditorsSeller and the Buyer; (giii) deliver (or cause to be delivered) to the Joint Liquidators and/or the Company shall use their respective best endeavours to procure the withdrawal Buyer an affidavit, dated as of the listing of Completion Date, certifying that the Scheme Shares from Units are not a “United States real property interest,” in the Stock Exchange within five (5form and substance required under Treasury Regulations Sections 1.897-2(h) days from Completion which date shalland 1.1445-2(c)(3), subject to approval by the Stock Exchange, be together with a date not later than the second business day immediately prior notice to the date U.S. Internal Revenue Service in accordance with the provisions of listing of the SharesTreasury Regulations Section 1.897-2(h)(2); and (h) any relevant provision of the Preliminary Agreement shall be observed, in particular, Clause 5(a) of the Preliminary Agreement in favour of Albatronics, save to the extent such transactions may already have occurred prior to Completion.

At Completion. (a) the Joint Liquidators and/or Buyer shall deliver to the Company will procure the execution Seller a copy of the instruments of transfer and bought and sold notes in respect of the Scheme Shares Retention Account Instruction Letter signed by an agent duly authorised or on behalf of the holders Buyer and S & I Properties and the Property Transfer Agreement signed by or on behalf of the Scheme Shares pursuant to the Court Order for the purpose of effecting the transfer of the Scheme Shares to the Company pursuant to Clause 2.1(a)S & I Properties; (b) the Company Buyer shall allot pay the Retention Sum into the Retention Account whereupon the provisions of clause 6 shall apply to such sum and issue the Shares as set out in Clauses 2.1(b), 2.2(a), 2.2(b), and 2.3(b)such account; (c) the Acquisition Agreement Seller, the Buyer and S & I Properties shall be completed in accordance with its terms give joint written instructions to the Seller’s Solicitors and the Company shall allot and issue Buyer’s Solicitors in terms of the Shares on Retention Account Instruction Letter duly signed in the basis set out in Clauses 2.3(a) and the Preference Shares on the basis set out in 2.3(c)agreed form; (d) the Company Seller, the Buyer and S & I Properties shall enter each deliver to the names other a copy of the holders of the Shares and Preference Shares allotted and issued pursuant to Clause 4.2(b) and 4.2(c) into the register of members of the Company (without payment of any registration fee, if any)Retention Account Instruction Letter signed by it; (e) the Company Buyer shall procure that valid share certificates in respect deliver to the Seller a copy of the Shares (each minutes of a meeting of the directors authorising the execution by the Buyer of this Agreement and any other documents arising out of or in a form complying connection with the Listing Rules) shall be issued and despatched to the allottees pursuant to the allotment referred to in Clause 4.2(b) and 4.2(c);this Agreement; and (f) the Company Seller shall deliver delivery to the relevant instrument Buyer a copy of transfer and bought and sold note duly executed the minutes of a meeting of the directors authorising the execution by the Company for the transfer Seller of its entire holding this Agreement and any other documents arising out of Scheme Shares for a total consideration of HK$1.00 to the Joint Liquidators or their nominee to be held by them as trustee for the Admitted Creditorsin connection with this Agreement; (g) the Joint Liquidators and/or Buyer shall deliver to the Company shall use their respective best endeavours to procure the withdrawal Seller a copy of the listing minutes of a meeting of the Scheme Shares from directors authorising the Stock Exchange within five execution by S & I Properties of the Property Transfer Agreement and any other documents arising out of or in connection with it; (5h) days from Completion which date shall, subject the Buyer shall deliver to approval the Seller the Bxxxxx Guarantee duly executed by the Stock Exchange, be a date not later than the second business day immediately prior to the date of listing of the SharesBuyer; and (hi) any relevant provision of the Preliminary Agreement shall be observed, in particular, Clause 5(a) of the Preliminary Agreement in favour of Albatronics, save to the extent such transactions may already have occurred prior to CompletionProperty Guarantee duly executed by S & I Properties.

At Completion. the Parties shall perform or procure to be performed the following actions, it being understood and agreed that (ai) any documents or items referred to below, which have already been executed or delivered before Completion, shall be deemed to have been executed or delivered at Completion, (ii) each of the Joint Liquidators and/or actions below shall be conditional upon all other actions occurring at Completion and (iii) any such actions will be deemed to have occurred in the following order: 5.2.1 the Investor shall procure the transfer of the Contribution referred to in Clause 2.2 to the Notary's Bank Account; 5.2.2 The Parties and the Notary shall execute the Notary Letter; 5.2.3 the Notary shall confirm, that the Contribution is received in the Notary's Bank Account; 5.2.4 the Company will shall deliver or procure the execution delivery to the Notary of the instruments of transfer and bought and sold notes in respect original shareholders' register of the Scheme Shares Company and such other documents as may be required by an agent duly authorised on behalf the Notary; 5.2.5 each of the holders Parties and the Company shall deliver to the Notary an executed and, if required by the Notary, legalized and apostilled power of attorney to execute the Deeds; 5.2.6 the Company shall deliver or procure the delivery of a shareholders' resolution of the Scheme Company approving the entering into of this Agreement and the Transaction contemplated thereby; 5.2.7 the Company and the Founders shall execute the Management Agreements; 5.2.8 the Parties shall deliver and release a duly executed copy of the shareholders agreement in the agreed form attached to this Agreement as Schedule 6 (Shareholders Agreement) (the Shareholders Agreement); 5.2.9 the Parties thereto shall deliver and release a duly executed copy of the Asset Purchase Agreement; 5.2.10 the Notary shall execute the Deed of Issuance of Ordinary Shares, in the agreed form attached hereto as Schedule 5 (Deed of Issuance Ordinary Shares); 5.2.11 the Notary shall execute the Deed of Transfer, in the agreed form attached hereto as Schedule 17 (Deed of Transfer); 5.2.12 the Notary shall execute the Deed of Amendment of the Articles of Association attached to this Agreement as Schedule 8 (Deed of Amendment AoA); and 5.2.13 the Notary shall execute the Deed of Issuance of Investor Shares, in the agreed form attached hereto as Schedule 12 (Deed of Issuance Investor Shares); 5.2.14 the Notary shall execute the Deed of Issuance Manager Shares, in the agreed form attached hereto as Schedule 13 (Deed of Issuance Manager Shares); 5.2.15 the Notary shall register the issuance of Ordinary Shares to Automotive pursuant to the Deed of Issuance Ordinary Shares, the issuance of the Investor Shares to the Investor pursuant to the Deed of Issuance of Investor Shares and the issuance of the Manager Shares pursuant to the Court Order for Deed of Issuance Manager Shares in the purpose of effecting shareholders register and deliver the transfer register to the Company; 5.2.16 the Notary shall release the Contribution to the bank account of the Scheme Shares to the Company pursuant to Clause 2.1(a); (b) the Company shall allot and issue the Shares as set out in Clauses 2.1(b), 2.2(a), 2.2(b), and 2.3(b); (c) the Acquisition Agreement shall be completed in accordance with its terms the Notary Letter; 5.2.17 the Notary shall register the Investor and the Company shall allot and issue Participating Shareholder as shareholder in the Shares on the basis set out in Clauses 2.3(a) and the Preference Shares on the basis set out in 2.3(c); (d) the Company shall enter the names of the holders of the Shares and Preference Shares allotted and issued pursuant to Clause 4.2(b) and 4.2(c) into the register of members of the Company (without payment of any registration fee, if any); (e) the Company shall procure that valid share certificates in respect of the Shares (each in a form complying with the Listing Rules) shall be issued and despatched to the allottees pursuant to the allotment referred to in Clause 4.2(b) and 4.2(c); (f) the Company shall deliver the relevant instrument of transfer and bought and sold note duly executed by the Company for the transfer of its entire holding of Scheme Shares for a total consideration of HK$1.00 to the Joint Liquidators or their nominee to be held by them as trustee for the Admitted Creditors; (g) the Joint Liquidators and/or the Company shall use their respective best endeavours to procure the withdrawal of the listing of the Scheme Shares from the Stock Exchange within five (5) days from Completion which date shall, subject to approval by the Stock Exchange, be a date not later than the second business day immediately prior to the date of listing of the Shares; and (h) any relevant provision of the Preliminary Agreement shall be observed, in particular, Clause 5(a) of the Preliminary Agreement in favour of Albatronics, save to the extent such transactions may already have occurred prior to Completionshareholders' register.

At Completion. (a) XXX shall deliver to XXX Online: (i) 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 Joint Liquidators and/or the Company will procure the execution holder of each of the instruments of transfer Laurustinus Assignment Share and bought and sold notes the Lahiji Assignment Share) in respect of the Scheme Shares by an agent duly authorised on behalf each of the holders Laurstinus Assignment Share and the Lahiji Assignment Share in favour of the Scheme Shares pursuant to the Court Order for the purpose of effecting the transfer of the Scheme Shares to the Company pursuant to Clause 2.1(a);XXX Online; and (bii) the Company shall allot and issue the Shares as set out in Clauses 2.1(b), 2.2(a), 2.2(b), and 2.3(b); (c) the Acquisition Agreement shall be completed in accordance with its terms and the Company shall allot and issue the Shares on the basis set out in Clauses 2.3(a) and the Preference Shares on the basis set out in 2.3(c); (d) the Company shall enter the names of the holders of the Shares and Preference Shares allotted and issued pursuant to Clause 4.2(b) and 4.2(c) into the register of members of the Company (without payment of any registration fee, if any); (e) the Company shall procure that valid original share certificates in respect of the Laurstinus Assignment Share and the Lahiji Assignment Share for cancellation; (b) 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 AIS Assignment Shares (each 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 the 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 form complying with total of three (3) new XXX Online Shares to XXX as set out in Clause 1.2 and shall deliver to XXX the Listing Rulesoriginal share certificate(s) shall be issued and despatched to the allottees pursuant to in respect of the allotment of such new XXX Online Shares; (d) a copy of a resolution of the board of directors of XXX Online approving the registration of XXX as the registered owner of the new XXX Online Shares referred to in Clause 4.2(b) and 4.2(c); (f) the Company shall deliver the relevant instrument of transfer and bought and sold note duly executed by the Company for the transfer of its entire holding of Scheme Shares for a total consideration of HK$1.00 to the Joint Liquidators or their nominee to be held by them as trustee for the Admitted Creditors; (g) the Joint Liquidators and/or the Company shall use their respective best endeavours to procure the withdrawal of the listing of the Scheme Shares from the Stock Exchange within five (5) days from Completion which date shall, subject to approval by the Stock Exchange, be a date not later than the second business day immediately prior to the date of listing of the Shares1.2; and (he) any relevant provision copies of resolutions of each of the Preliminary Agreement shall be observedboard of directors of XXX and Rich Wealth, in particular, Clause 5(aauthorizing the execution of and the performance by XXX or Rich Wealth (as the case may be) of their obligations under this Agreement and the Preliminary Agreement in favour of Albatronics, save to the extent such transactions may already have occurred prior to Completioncontemplated by it.

At Completion. (a) each Seller shall deliver or cause to be delivered to the Joint Liquidators and/or Buyer the items listed in Part 1 of Schedule 2 (the Buyer receiving them, where appropriate, as agent for the Company will procure or the execution Subsidiaries) provided that each of the instruments of transfer and bought and sold notes Sellers shall be liable to deliver or cause to be delivered such documents in respect of the Scheme Shares by an agent duly authorised on behalf himself or itself only and not in respect of the holders of the Scheme Shares pursuant to the Court Order for the purpose of effecting the transfer of the Scheme Shares to the Company pursuant to Clause 2.1(a)any other Seller; (b) each of the Management Sellers shall deliver or cause to be delivered to the Buyer the items listed in Part 2 of Schedule 2 (the Buyer receiving them, where appropriate, as an agent for the Company shall allot and issue or the Shares as set out in Clauses 2.1(b), 2.2(a), 2.2(b), and 2.3(bSubsidiaries); (c) the Acquisition Agreement Buyer shall deliver or cause to be completed delivered to the Sellers the items listed in accordance with its terms and the Company shall allot and issue the Shares on the basis set out in Clauses 2.3(a) and the Preference Shares on the basis set out in 2.3(c)Part 3 of Schedule 2; (d) the Company Buyer shall enter procure the names delivery to the Sellers’ Solicitors for the account of the holders Sellers of an electronic transfer in favour of the Shares and Preference Shares allotted and issued pursuant to Clause 4.2(b) and 4.2(c) into Sellers’ Solicitors for the register of members amount of the Company (without payment of any registration fee, if any)Consideration; (e) the Company Buyer shall procure that valid share certificates in respect loan an amount equal to the amount of the Shares Bank Indebtedness which is owed by Xxxxxx Xxxxxxxx Inc. (each “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 a form complying with part repayment of the Listing Rules) intra-group debt owed by DSH3 to MFS, following which an amount equal to the Canadian Indebtedness shall be issued and despatched further on lent by MFS to DSI to enable repayment of that part of the Bank Indebtedness equal to the allottees pursuant to the allotment referred to in Clause 4.2(b) and 4.2(c);Canadian Indebtedness by DSI; and (f) the Company Buyer shall deliver procure the repayment by or on behalf of the relevant instrument Group Company of transfer and bought and sold note duly executed by the Company for the transfer of its entire holding of Scheme Shares for a total consideration of HK$1.00 such amount as is equal to the Joint Liquidators or their nominee to be held Bank Indebtedness by them as trustee for the Admitted Creditors; (g) the Joint Liquidators and/or the Company shall use their respective best endeavours to procure the withdrawal of the listing of the Scheme Shares from the Stock Exchange within five (5) days from Completion which date shall, subject to approval by the Stock Exchange, be a date not later than the second business day immediately prior to the date of listing of the Shares; and (h) any relevant provision of the Preliminary Agreement shall be observed, in particular, Clause 5(a) of the Preliminary Agreement an electronic transfer in favour of AlbatronicsThe Royal Bank of Scotland Plc, save such account entries having previously been made to reflect the extent such transactions may already have occurred prior loans and payments referred to Completionin clause 7.2(e).

At Completion. (a) the Joint Liquidators and/or parties shall enter into and complete the Purchase Agreement (b) the Shareholders and Authoriszor shall procure that there shall be duly convened and held a meeting of the board of Directors of the Company will to transact and unanimously resolve upon the business, set out in Schedule 5 and shall procure the execution passing of the instruments of transfer and bought and sold notes resolutions set out in Schedule 3; (c) in respect of the Scheme Initial Subscription Authoriszor shall deliver or cause to be delivered to the Company an application for the allotment to Authoriszor of 139,168 "D" Ordinary Shares by an agent ("Initial Subscription Shares") duly authorised signed on behalf of Authoriszor together with a bankers draft (or such other form of payment as the holders Company may agree) in respect of the Scheme total Subscription price for such Initial Subscription Shares pursuant to the Court Order for the purpose of effecting the transfer of the Scheme Shares to the Company pursuant to Clause 2.1(a)(pound)250,000; (bd) the Company shall allot and issue the Initial Subscription Shares as set out in Clauses 2.1(b), 2.2(a), 2.2(b), and 2.3(b); (c) to Authoriszor upon payment being received by the Acquisition Agreement shall be completed in accordance with its terms Company and the Company shall allot and issue register Authoriszor as the Shares on the basis set out in Clauses 2.3(a) and the Preference Shares on the basis set out in 2.3(c); (d) the Company shall enter the names holder of the holders of the Shares Initial Subscription Shares, and Preference Shares allotted shall prepare and issued pursuant deliver to Clause 4.2(b) and 4.2(c) into the register of members of the Company (without payment of any registration fee, if any)Authoriszor share certificates in respect thereof; (e) AL and Xxxxxx Xxxxxx shall execute and exchange the Company shall procure that valid share certificates in respect of the Shares (each in a form complying with the Listing Rules) shall be issued and despatched to the allottees pursuant to the allotment referred to in Clause 4.2(b) and 4.2(c)Service Agreement; (f) the Company Xxxx Xxxxx shall deliver the relevant instrument of transfer and bought and sold note duly executed by the Company for the transfer of its entire holding of Scheme Shares for be appointed a total consideration of HK$1.00 "D" Director pursuant to the Joint Liquidators or their nominee to be held by them as trustee for Articles of Association and on the Admitted Creditorsterms set out in Clause 4; (g) the Joint Liquidators and/or statutory books of the Company shall use their respective best endeavours be delivered to procure the withdrawal of the listing of the Scheme Shares from the Stock Exchange within five (5) days from Completion which date shall, subject to approval by the Stock Exchange, be a date not later than the second business day immediately prior to the date of listing of the Shares; andAuthoriszor; (h) any relevant provision of Inc. shall procure that the Preliminary Agreement sum of(pound)828,325 shall be observed, in particular, Clause 5(a) of paid into the Preliminary Agreement in favour of Albatronics, save 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 extent such transactions may already have occurred prior Shareholders in terms reasonably satisfactory thereto which Inc. shall use its reasonable endeavours to Completionprocure as soon as reasonably possible. (i) Inc. shall execute and deliver to the Shareholders the Charge.

At Completion. (a) the Joint Liquidators and/or Shareholders shall procure that there shall be duly convened and held a meeting of the board of Directors of the Company will to transact and unanimously resolve upon the business, set out in Schedule 5 and shall procure the execution passing of the instruments resolutions set out in Schedule 2; (b) Authoriszor shall deliver or cause to be delivered to the Company an application for the allotment to Authoriszor of transfer and bought and sold notes 840,000 "D" Ordinary 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 Scheme Shares by an agent duly authorised on behalf of the holders of the Scheme Shares pursuant to the Court Order Subscription price for the purpose "D" Ordinary Shares of effecting the transfer of the Scheme Shares to the Company pursuant to Clause 2.1(a)<378,000; (bc) the Company shall allot and issue the "D" Ordinary Shares as set out in Clauses 2.1(b), 2.2(a), 2.2(b), and 2.3(b); (c) to Authoriszor upon payment being received by the Acquisition Agreement shall be completed in accordance with its terms Company and the Company shall allot register Authoriszor as the holder of the "D" Shares, and issue the Shares on the basis set out shall prepare and deliver to Authoriszor share certificates in Clauses 2.3(a) and the Preference Shares on the basis set out in 2.3(c)respect thereof; (d) the Company and Authoriszor shall enter execute the names Loan Agreement and Authoriszor shall pay to the Company the sum of <122,000 being the amount of the holders of first draw down under the Shares and Preference Shares allotted and issued pursuant to Clause 4.2(b) and 4.2(c) into the register of members of the Company (without payment of any registration fee, if any)Loan Agreement; (e) the Company and Xxxxxx Xxxxxx, Xxxxx Xxxxxxxxx and Xxxx Xxxx shall procure that valid share certificates in respect of execute and exchange the Shares (each in a form complying with the Listing Rules) shall be issued and despatched to the allottees pursuant to the allotment referred to in Clause 4.2(b) and 4.2(c)Service Agreements; (f) Xxx XxXxxxx shall be appointed the Company shall deliver the relevant instrument of transfer and bought and sold note duly executed by the Company for the transfer of its entire holding of Scheme Shares for a total consideration of HK$1.00 "D" Director pursuant to the Joint Liquidators or their nominee to be held by them as trustee for Articles of Association and on the Admitted Creditorsterms set out in Clause 4; (g) The Company and AL shall enter into the Joint Liquidators and/or the Company shall use their respective best endeavours to procure the withdrawal of the listing of the Scheme Shares from the Stock Exchange within five (5) days from Completion which date shall, subject to approval by the Stock Exchange, be a date not later than the second business day immediately prior to the date of listing of the SharesAL Loan Variation; and (h) any relevant provision Authoriszor and the Company shall execute the Deed of the Preliminary Agreement shall be observed, in particular, Clause 5(a) of the Preliminary Agreement in favour of Albatronics, save to the extent such transactions may already have occurred prior to CompletionCovenant.