Completion Actions. On Completion:
(a) the Seller shall:
(i) deliver, or procure the delivery of, the documents and Assets set out in Part 1A of Schedule 2 to the Purchaser; and
(ii) comply, or procure compliance, with the obligations set out in that part; and
(b) the Purchaser shall:
(i) deliver, or procure the delivery of, the documents set out in Part 2 of Schedule 2 to the Seller; and
(ii) comply, or procure compliance, with the obligations set out in that part.
Completion Actions. 7.3.1 On the Completion Date but after the payment of the Cash Consideration Payment in accordance with Clause 7.2, the following actions will be taken, each such action being conditional upon all actions having occurred in the sequence set out below:
(a) the Seller shall deliver to the Purchaser the original shareholders register of the Company which reflects the Seller as the owner of the Shares without any Encumbrances;
(b) the Seller shall deliver to the Purchaser evidence that with effect as of Completion (i) all indebtedness owed to the Company by either the Seller or any Related Person of the Seller, as applicable and (ii) all indebtedness owed by the Company to either the Seller or any Related Person of the Seller, as applicable, has been fully paid;
(c) the Seller shall deliver to the Purchaser copies of the written releases by (i) the Seller and/or any Related Person of the Seller, as applicable, and (ii) any third party creditor including lenders, as applicable, of all obligations (actual and/or contingent) assumed by the Company under joint financing agreements, guarantees issued by the Company or any other form of security granted or joint liability assumed by the Company for the benefit of the Seller and/or any Related Person of the Seller;
(d) the Seller shall deliver to the Purchaser evidence that the Company shall be released of the obligations in relation to Tax of any kind that the Company may have assumed, including obligations under any Tax sharing agreement, Tax indemnity agreement or Tax allocation agreement — whether in writing or not — to which the Company is a party;
(e) the Seller shall deliver to the Purchaser evidence that any existing proxy (volmacht) held by any Representative of the Seller or any of its Affiliates on behalf of Company is revoked;
(f) Veenboer, Ms N.M.M. Veenboer, Xx X. Schimmel and Mr M. van Beusekom (together, the Key Employees) each shall enter into an employment agreement with the Company, substantially in the form attached hereto as Schedule 7.3.1(f) (the Key Employment Agreements) and the Seller shall deliver to the Purchaser executed copies of the Key Employment Agreements;
(g) the Seller shall deliver to the Notary powers of attorney duly executed on behalf Seller and the Company, respectively, and the Purchaser shall deliver to the Notary a power of attorney duly executed on behalf of the Purchaser, authorising its representative to attend to and to execute the Deed of Transfer; and
(h) the Seller sh...
Completion Actions. Subject to receipt of the Purchase Price and the Loan Repayment Amount in the Notary Bank Account, on the Completion Date, each Party shall take (or have taken), or procure to be taken, the actions listed in relation to it or its Affiliates in Schedule 7.4 in the sequence set out therein, each such action up to Completion being conditional upon each of the preceding actions having been taken.
Completion Actions. (a) Upon payment of the Aggregate Purchase Price (less the Escrow Amount) and the Escrow Amount in accordance with Clause 4.7. Purchaser shall provide a bank confirmation of the relevant payments. Sellers shall confirm to Purchaser and the acting notary in writing receipt of the relevant payments, and the acting notary shall confirm in writing receipt of the Escrow Amount to the Parties.
(b) Sellers have provided the acting notary with (i) original signed resignation letters by all members of the advisory board (Beirat) of the Sold Company, confirming that no member of the advisory board has any further claims against the Companies, (ii) the original signed letter of [***] resigning as [***] of the Sold Company and ACTech GmbH and confirming that [***] has no claims against the Sold Company and ACTech GmbH, each as attached in Schedule 6.1. Upon receipt of the confirmation of the payment of the Aggregate Purchase Price by the Purchaser and the Escrow Amount pursuant to Clause 4.7, the actual notary shall hand such original letters over to Purchaser. [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
Completion Actions. On the Completion Date:
(a) the Seller shall deliver to the Purchaser written confirmation that the Seller Conditions Precedent have been fulfilled;
(b) the Purchaser shall deliver to the Seller written confirmation that the Purchaser Conditions Precedent have been fulfilled;
(c) the Seller shall deliver to the Company: (i) duly executed share transfer forms and (ii) original share certificates relating to the Sale Shares;
(d) the Board shall hold a meeting at shorter notice and pass the following resolutions in a form and manner acceptable to the Purchaser:
(i) approving the transfer of the Sale Shares to the Purchaser;
(ii) approving the endorsement of the name of the Purchaser on the share certificates;
(iii) approving the entry of the name of the Purchaser in the register of members of the Company as the registered holder of the Sale Shares; and
(iv) authorising such other acts as may be necessary to give effect to the Completion.
Completion Actions. On Completion:
4.2.1 the Sellers shall comply with the obligations set out in part 1 of schedule 5; and
4.2.2 subject to the Sellers’ compliance with clause 4.2.1, the Purchaser shall comply with the obligations set out in part 2 of schedule 5.
Completion Actions.
6.1 Subject to the satisfaction of the Conditions Precedent in accordance with Clause 4 (Conditions Precedent) above (unless waived or deferred in terms hereof), the Investment shall take place on a date as the Company and the Investor may mutually agree in writing, during business hours (the “Completion Date”), and which date in any event shall be no later than 5 (five) Business Days from the date on which the Investor has confirmed the completion of the Conditions Precedent.
6.2 On the Completion Date, the following events shall occur and when completed, shall be deemed to have been completed simultaneously:
6.2.1 the Investor shall remit the Investment Amount, by way of wire transfer to the designated bank account of the Company, the details of which are provided in Schedule 3 (Details of Designated Bank Account), in compliance with the Act.
6.2.2 the Company shall:
6.2.2.1. upon receipt of the Investment Amount, issue and allot the Investor Shares to the Investor, free and clear of any and all Encumbrances with all rights, title and interest therein;
6.2.2.2. deliver to the Investor a letter of allotment evidencing the issuance and allotment of the Investor Shares, and issue necessary instructions to its depository with respect to the credit of the Investor Shares to the Investor’s Demat Account;
6.2.2.3. convene a meeting of the Board at which the Board shall adopt resolutions in Agreed Form for:
(i) approving and taking on record, the issuance and allotment of the Investor Shares to the Investor;
(ii) authorising an officer of the Company to make appropriate filings with the statutory authorities, as required, in relation to each of the above;
6.2.2.4. deliver to the Investor, certified true copies of the resolutions passed by the Board referred to in Clause 6.2.2.3.
6.3 Without prejudice to the rights and remedies of the Investor and the Company hereunder, if any of the actions as contemplated in Clause 6.2 does not take place on the Completion Date, as a result of, or due to, any delay with respect to the consummation of the Investment, the Investor and/or Company shall take all necessary actions to complete such pending actions as soon as reasonably practicable after the Completion Date, but in no event not later than 3 (three) Business Days from the Completion Date.
6.4 The obligations of the Investor and the Company in this Clause 6 (Completion Actions) are interdependent of each other. Notwithstanding anything to the contrary contained in t...
Completion Actions. (a) At the Completion, the Seller shall deliver or cause to be delivered to the Purchaser:
(i) an instrument of transfer and sold note in respect of the Rise HK Transferred Shares, in form and substance satisfactory to the Purchaser, duly executed by the Seller in favor of the Purchaser (and, if applicable, any power of attorney under which any such documents are executed on behalf of the Seller);
(ii) a register of members of Rise HK as at the date of the Completion Date reflecting the Purchaser being the sole shareholder of Rise HK, certified by the registered office provider of Rise HK to be a true and complete copy thereof;
(iii) a copy of resolutions of the sole director of Rise HK approving the registration of the Purchaser as the sole shareholder of Rise HK (subject only to the due stamping of the transfer documentation pertaining to the transfer of the Rise HK Transferred Shares);
(iv) an instrument of transfer in respect of the Rise IP Transferred Shares, in form and substance satisfactory to the Purchaser, duly executed by the Seller in favor of the Purchaser (and, if applicable, any power of attorney under which any such documents are executed on behalf of the Seller); and
(v) a register of members of Rise IP as at the date of the Completion Date reflecting the Purchaser being the sole shareholder of Rise IP, certified by the registered office provider of Rise IP to be a true and complete copy thereof.
(b) At the Completion, the Purchaser shall (i) pay or cause to be paid US$2,500,000 in cash to the Company; and (ii) cause Rise HK and Rise IP to grant WFOE or entities designated by Xxxxx Xxxxxxx a royalty-free, perpetual and exclusive license over all intellectual property rights owned by or licensed to Rise HK and/or Rise IP.
Completion Actions. (a) At the Completion, the Seller shall deliver or cause to be delivered to the Purchaser:
(i) an instrument of transfer in respect of the Transferred Shares in respect of each of the Company I and the Company III, in form and substance satisfactory to the Purchaser, duly executed by the Seller in favor of the Purchaser (and, if applicable, any power of attorney under which any such documents are executed on behalf of the Seller); and
(ii) a register of members of each of the Company I and the Company III as at the date of the Completion Date reflecting the Purchaser being the 100% shareholder of the Company I and the Company III, certified by the registered office provider of each of the Company I and the Company III to be a true and complete copy thereof.
(b) At the Completion, the Seller shall hold into escrow:
(i) an instrument of transfer in respect of the Transferred Shares in respect of the Company II, in form and substance satisfactory to the Purchaser, duly executed by the Seller in favor of the Purchaser (and, if applicable, any power of attorney under which any such documents are executed on behalf of the Seller); and
(ii) a register of members of the Company II as at the date of the Completion Date reflecting the Purchaser being the 100% shareholder of the Company II, certified by the registered office provider of the Company II to be a true and complete copy thereof (the “Escrow Instruments”).
(c) At the Completion, the Purchaser shall have fully paid the Consideration in cash to the Seller pursuant to the Schedule I.
Completion Actions. At Completion the Parties shall procure that the following actions are taken in the following order:
(a) the Purchaser shall ensure that the aggregate amount required by the Funds Flow to be paid on the Notary Account shall be paid on the Notary Account (with reference “Initial Consideration SecurityMatters”);
(b) to the extent this has not already been delivered before the Completion Date, the Sellers’ Representative shall deliver to the Purchaser:
(i) the original shareholders’ register of the Company in which the transfer of the Shares to the Purchaser shall be registered;
(ii) copies of the Termination Agreements, duly executed by the parties thereto;
(iii) copies of the Employment Agreements, duly executed by the Company and each Key Employee;
(iv) copies of the Non Compete Agreements, duly executed by the Company and each Key Employee;
(v) executed resignation and release letters in form and substance reasonably acceptable to the Purchaser, from each of the directors, officers and members of the supervisory board of the Group, effective as of the Completion;
(vi) duly and validly executed resolutions of the relevant Group Companies in form and substance reasonably acceptable to the Purchaser, (i) accepting the resignations of each of the directors, officers and members of the supervisory board of the Group and (ii) granting discharge to each of the directors, officers and members of the supervisory board of the Group, effective as of the Completion; and
(vii) evidence that the Sellers shall have caused the Company to obtain at its expense a fully prepaid directors’ and officers’ liability insurance policy prior to the Completion, which (i) has an effective term of three (3) years from the Completion Date, (ii) covers only those persons who are currently covered by the Company’s existing directors’ and officers’ liability insurance policy in effect as of the Signing Date and only for matters occurring at or prior to the Completion, and (iii) contains coverage terms comparable to those applicable to the current directors and officers of the Company (the Company D&O Tail Policy).
(c) the Sellers’ Representative and the Purchaser shall sign the Indemnity Escrow Agreement and the Adjustment Escrow Agreement, and Company Holding and the Purchaser shall sign the Holdback Escrow Agreement;
(d) the Sellers, the Purchaser and the Company shall sign the Deed of Transfer before the Notary who shall execute the Deed of Transfer, thus effectuating the transfer of ...
