Buyer’s obligations at Completion. At Completion the Buyer must:
(a) pay the Seller an estimate of the Purchase Price in accordance with clause 3.2;
(b) execute or procure that the Buyer's nominee execute the instruments of transfer of Shares and Company Subsidiary Shares delivered by the Seller pursuant to clauses 4.2(b) and 4.2(c);
(c) deliver to the Seller written consents to act from the persons nominated by the Buyer as the directors and secretary of each member of the Company Group.
Buyer’s obligations at Completion. At Completion the Buyer must:
(a) provide any consents, waivers or documents necessary to evidence to the Sellers’ satisfaction that each of the Conditions has been and remains fulfilled (or waived under clause 3.3);
(b) provide the Completion Consideration in accordance with clause 6;
(c) cause sufficient instruments of consent to be available to allow the Company to pass the resolutions required by clause 5.2(b)(ii);
(d) deliver or cause to be delivered to the Warrantor an original of the Xxxxxx Appointment Agreement duly executed by the Buyer;
(e) deliver or cause to be delivered to Xx Xx Xxxxx, an original of the Chong Appointment Agreement duly executed by the Buyer; and
(f) do all other acts and execute all other documents that this Agreement requires the Buyer to do or execute at Completion.
Buyer’s obligations at Completion. At Completion the Buyer must pay the Seller an estimate of the Purchase Price in accordance with clause 3.2
Buyer’s obligations at Completion. At Completion the Buyers must:
(a) pay the Seller the Purchase Price;
(b) procure that the Company pays to the State the Estimated State Equivalent Tax;
(c) pay or procure the payment of the Estimated Victorian Duty payable by the Company and the Buyers in respect of the matters set out in clause 4.5(b)(1) to (3) (inclusive) which is equal to $133,515,027.48,
(d) procure that the Company pays to the Seller the dividend required to be paid under clause 2.4;
(e) deliver to the State covenants (in form and substance satisfactory to the State) from each shareholder in each Buyer (and each person who holds a beneficial interest in the shares held by that shareholder) (not being a person who holds that interest by virtue of its shareholding or investments in an Ultimate Holding Vehicle listed on a recognised stock exchange or an Exempt Person) that it will not, except with the prior written consent of the Treasurer, for two years after the Completion Date and, except with the prior written agreement of the Treasurer on timing (which agreement will not be unreasonably withheld, having regard to other privatisations being conducted by the State), for 3 years after the Completion Date:
(1) create, grant or issue any Equity Securities, units or other interests in that Buyer (other than to a Permitted Transferee);
(2) dispose of any Equity Securities, units or other interests (or rights to acquire Equity Securities, units or other interests) in that Buyer (other than to a Permitted Transferee); or
(3) transfer, sell or otherwise dispose of any right, title or interest in the whole or any substantial part of the undertaking or assets of that Buyer (other than to a Permitted Transferee);
Buyer’s obligations at Completion. At Completion, the Buyer must:
(a) pay the Sellers the Completion Payment into the Payment Account;
(b) loan the Transaction Costs Amount as directed by the Company under clause 2.3(e);
(c) pay the Retention Amount into the Retention Account; and
(d) deliver to the Sellers duly executed instruments of transfer of the Shares in favour of the Buyer.
Buyer’s obligations at Completion. At Completion the Buyer must:
(a) pay the Seller the Completion Payment in Immediately Available Funds without counterclaim or set-off; and
(b) execute and deliver the share transfers of the Sale Shares.
Buyer’s obligations at Completion. Subject to the Sellers' performance of their obligations under clauses 7.2 and 7.3, at Completion the Buyer must:
(a) perform its obligations under clause 5.1;
(b) deliver to the Sellers the written consent to act from George R Kempton as a directxx xx xxx Xxxxxxx;
(c) exercise the rights attached to the Rights and apply to the Company for the issue of 12,127 ordinary shares in the Company pursuant to the Rights; and
(d) pay the amount of $12,127 to the Company, being the application money for the shares applied for under clause 7.4(c).
Buyer’s obligations at Completion. At Completion the Buyer must:
(a) pay to the Trust or to such person or persons and in such proportions as XX Xxxxxxxxx, XX Xxxxxxxxx and XX Xxxxxxx unanimously direct the Purchase Price as set out in CLAUSE 4.2(a);
(b) deliver to the Sellers written consents to act from the persons nominated by the Buyer as the directors and secretary of Xxxx Xxxx and the Xxxx Xxxx Companies;
(c) deliver to the Trust or to such person or persons and in such proportions as XX Xxxxxxxxx, XX Xxxxxxxxx and XX Xxxxxxx direct share certificates for the Initial Bolle Stock;
(d) deliver to XX Xxxxxxxxx and XX Xxxxxxx duly executed counterpart copies of each of the Employment Agreements;
(e) deliver a duly executed Form 312 releasing Xxxx Xxxx from the Mortgage Debenture and the irrevocable release in writing of Barclays Bank plc of the guarantee given by the Bank in support of Bolle Sunglasses Ltd;
(f) deliver a duly executed release from or an Indemnity in respect of the Personal Guarantees; and
(g) deliver a copy of the Registration Statement.
Buyer’s obligations at Completion. At Completion the Buyer must:
(a) pay the Seller an estimate of the Purchase Price in accordance with clause 3.2;
(b) execute the transfers of Shares delivered by the Seller pursuant to clause 4.2(b);
(c) deliver to the Seller a copy of each of the consents which have been lodged with the Malaysian Registry of Companies from the persons nominated by the Buyer as the directors and secretary of each member of the Company Group; and
(d) deliver to the Seller any evidence required by it that any Secondary Consent relevant to the sale of the Shares has been obtained.
Buyer’s obligations at Completion. Subject to the Seller complying with its obligations under clause 1.1 of this Schedule 3, at Completion the Buyer must:
(a) pay the Completion Payment to the Seller in Immediately Available Funds without counterclaim or set-off by the Buyer;
(b) deliver to the Seller a counterpart of the Deed of Assignment and Assumption duly executed by the Buyer;
(c) deliver to the Seller counterparts, executed by the Buyer, of those documents listed in clause 1.1(a) of this Schedule 3, that are to be executed by the Buyer or any other relevant person, other than a Seller Group Member; and
(d) deliver to the Seller a certificate from a Specified Executive of the Buyer Group Member certifying that no breach of a Buyer’s Warranty is subsisting as at Completion.
