Closing Board Actions Sample Clauses
Closing Board Actions. On the Closing Date, the Investors shall remit their respective portions of the Subscription Amount to the designated bank account of the Company, and simultaneously upon receipt of the Subscription Amount into the designated bank account of the Company, the Company shall, in a meeting of the Board:
4.1.1. effect the issue and allotment of the Investor Securities;
4.1.2. make necessary entries in the Company’s register of members, reflecting ▇▇▇▇▇▇▇▇ as the holder of the Bessemer Securities and deliver to Bessemer a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the Bessemer Securities;
4.1.3. make necessary entries in the Company’s register of members, reflecting NVP as the holder of the NVP Securities and deliver to NVP a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the NVP Securities;
4.1.4. make necessary entries in the Company’s register of members, reflecting SAIF as the holder of the SAIF Securities and deliver to SAIF a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the SAIF Securities;
4.1.5. make necessary entries in the Company’s register of members, reflecting Accel as the holder of the Accel Securities and deliver to Accel a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the Accel Securities;
4.1.6. make necessary entries in the Company’s register of members, reflecting ▇▇▇▇▇▇▇▇ as the holder of the Apoletto Securities and deliver to Apoletto a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the Apoletto Securities;
4.1.7. approve the appointment of the Bessemer Observer as an observer on the Board; and
4.1.8. issue the duly executed, adequately stamped and certified original certificates in respect of the Investor Securities to the Investors.
Closing Board Actions. On the Closing Date, the Investor shall commence wires for the remittance of the Subscription Amount to the designated bank account of the Company, as detailed in Part B of SCHEDULE 1 and simultaneously upon receipt of the Subscription Amount into the designated bank account of the Company, as detailed in Part B of SCHEDULE 1, the Company shall, in a meeting of the Board approve:
4.1.1. the allotment of the Investor Securities to the Investor;
4.1.2. making of necessary entries in the Company’s register of members, reflecting the Investor as the holder of the Investor Securities and deliver to the Investor a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the Investor Securities to the Investor and issuance of a duly stamped and executed share certificate evidencing the issue and allotment of the Investor Securities to the Investor;
4.1.3. the appointment of the Investor’s nominee to the Board (if so required by the Investor), subject to Shareholders’ approval at a duly convened extraordinary general meeting;
4.1.4. the adoption of the Restated Articles, subject to Shareholders’ approval at a duly convened extraordinary general meeting; and
4.1.5. convening of an extraordinary general meeting of all its Shareholders at shorter notice to approve the matters set out in Clause 4.2 below and to issue notice to the Shareholders in respect of such meeting.
Closing Board Actions. On the Closing Date, the Investors shall commence wires for the remittance of their respective portions of the Subscription Amount to the designated bank account of the Company, and simultaneously upon receipt of the Subscription Amount into the designated bank account of the Company, the Company shall, in a meeting of the Board approve:
4.1.1. making of necessary entries in the Company’s register of members, reflecting ▇▇▇▇▇▇▇ as the holder of the Naspers Securities and deliver to Naspers a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the Naspers Securities to Naspers;
4.1.2. make necessary entries in the Company’s register of members, reflecting ▇▇▇▇▇▇▇▇▇▇ as the holder of the Wellington Securities and deliver to Wellington a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the Wellington Securities to Wellington; and
4.1.3. make necessary entries in the Company’s register of members, reflecting MTDP as the holder of the MTDP Securities and deliver to MTDP a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the MTDP Securities to MTDP;
4.1.4. issuance of a duly stamped and executed share certificate evidencing the issue and allotment of the Naspers Securities to Naspers;
4.1.5. issuance of a duly stamped and executed share certificate evidencing the issue and allotment of the Wellington Securities to Wellington;
4.1.6. issuance of a duly stamped and executed share certificate evidencing the issue and allotment of the MTDP Securities to MTDP; and
4.1.7. the adoption of the Restated Articles, subject to the approval of the Shareholders.
Closing Board Actions. 1. On the First Closing Date, Northern Arc First Closing Date (as the case may be), the Company shall, in a meeting of the Board:
A. effect the issue and allotment of the relevant Subscription Securities as more particularly set out in Schedule 1 Part C to the Anchor Investors, free of any Encumbrances;
B. register the Anchor Investors to whom Subscription Securities is issued as legal and beneficial owners of their respective portions of the relevant Subscription Securities in the Company’s register of Shareholders;
C. approve the appointment of each Anchor Investor’s (to whom Subscription Securities have been issued) nominee as non-executive nominee Directors on the Board (“Anchor Investor Nominee Directors”) and on the First Closing Date, approve the appointment of a nominee of Northern Arc as an Investor Observer as defined in the Framework Agreement.
D. appoint the Founder as Managing Director and as the ‘Officer in Default’ (in accordance with the provisions of clause 5.13.1 of the Framework Agreement) for the purposes of compliances under Applicable Laws,
Closing Board Actions. On the Closing Date, simultaneously upon receipt of the subscription amount by the Investor into the designated bank account of the Company, the Company shall, in a meeting of the Board:
a) effect the issue and allotment of the Investor Shares;
b) register the Investor as member of the Company and make necessary entries in the Company’s register of members in respect of the Investor Shares and deliver to the Investor true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the Investor Shares;
c) approve the appointment of M▇. ▇▇▇▇▇ ▇▇▇▇▇, M▇. ▇.▇. ▇▇▇▇▇ and M▇. ▇▇▇▇▇ ▇▇▇▇▇ as nominee of the Investor to the Board (“Investor Directors”) as additional Directors of the Company;
d) authorize necessary entries in the Company’s register of Directors in respect of appointment of the Investor Directors and deliver to the Investor, true extract, duly certified by a Director, of the updated register of Directors reflecting the appointment of the Investor Directors;
e) adopt the restated Articles (in a form which shall be to the satisfaction of the Investor), subject to approval of the Shareholders in a Shareholders’ meeting;
f) issue the duly executed, adequately stamped and certified original certificates in respect of the Investor Shares to the Investor; and
g) issue a Notice to convene, at shorter Notice, an extraordinary general meeting of the Shareholders of the Company on the Closing Date.