Completion Actions Clause Samples
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Completion Actions. Subject to receipt of the Initial Purchase Price and the Loan Repayment Amounts in the Notary 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 9 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. At Completion, the Seller and the Purchaser shall procure that the following actions are taken in the following sequence:
(a) the Purchaser shall transfer, or shall procure the transfer of, an amount equal to the Completion Payment Amount to account no. ▇▇.▇▇.▇▇.▇▇▇, IBAN ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇, BIC ▇▇▇▇▇▇▇▇, in the name of De Brauw Blackstone Westbroek N.V. Kwaliteitsrekening, with reference to “Project Horizon - 20570961”, which amount must be credited to the account no later than 10:00 AM CET on the Completion Date and with value on the Completion Date. The amount equal to the Completion Payment Amount shall be held by the Notary in accordance with the Notary Letter;
(b) the Purchaser shall deliver to the Seller evidence of (i) the availability of the SNP Purchase Price for purposes of payment pursuant to Clause 7.2(o) and (ii) the irrevocable and unconditional instruction of the Purchaser to its bank to pay the SNP Purchase Price in accordance with Clause 7.2(o) immediately upon receipt by that bank of a certificate issued by the Notary confirming that the transfer of the Shares in accordance with Clause 7.2(l) has been completed.
(c) the Purchaser shall deliver to the Seller evidence of the due satisfaction of the Completion Condition set out in Clause 4.1.1;
(d) the Seller shall deliver to the Purchaser evidence of the due satisfaction of the Completion Conditions set out in Clauses 4.1.2 and 4.1.3 and that the Notary Letter has been duly signed by the relevant agent(s) under the Existing Bank Facilities and/or the lenders under the Existing Bank Facilities;
(e) the Seller shall deliver or make available to the Purchaser the Leakage Statement;
(f) the Seller shall deliver to the Purchaser the Deeds of Release and confirmation that all Group Companies are released from any Guarantee obligations in relation to the Existing Bank Facilities with effectiveness immediately prior to the execution of the Dutch Deeds of Transfer;
(g) the Seller shall deliver to the Purchaser evidence that each member of the Seller’s Group (excluding the Group Companies) irrevocably waives (i) any rights of recourse (regresrecht) it may have against any of the Group Companies by reason of the performance by it of any obligation under the Existing Bank Facilities or the performance of any action by it as part of the Reorganisation or the Debt Settlement Plan, and (ii) any claims for Losses suffered or incurred by the Seller’s Group against any of the Group Companies, all in a f...
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. 4.2.1. On the Completion Date, the Seller shall deliver to the Purchaser, a copy of the populated irrevocable and unconditional delivery instruction slip instructing the depository participant to debit the Sale Shares from the Seller’s Demat Account and to credit the Sale Shares to the Purchaser’s Demat Account.
4.2.2. On the Completion Date, the Purchaser shall issue irrevocable instructions to its respective banker to remit by wire transfer, the Sale Consideration to the Seller’s Bank Account and cause its banker to issue the Unique Transaction Reference number (“UTR”) evidencing remittance of the Sale Consideration to Seller’s Bank Account and shall provide a copy of such instructions and UTR to the Seller.
4.2.3. Immediately upon receipt of the UTR referred to in Clause 4.2.2, the Seller shall deliver to its depository participant duly signed, irrevocable and unconditional delivery instruction slips instructing them to debit the Sale Shares held by it from the Seller’s Demat Account and to credit the Sale Shares to the Purchaser’s Demat Account and shall provide the Purchaser with a copy of the irrevocable delivery instructions slip along with a copy of the acknowledgement provided by the depository participant in connection with receipt of such signed delivery instruction slip.
4.2.4. For the avoidance of doubt, the actions/transactions contemplated in Clauses 4.2.1 to 4.2.3 shall be deemed to occur simultaneously.
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. On Completion:
6.2.1 the Seller shall:
6.2.1.1 deliver, or procure the delivery of, the documents set out in part 1 of schedule 4 to the Purchaser; and
6.2.1.2 comply, or procure compliance, with the obligations set out in that part; and
6.2.2 the Purchaser shall:
6.2.2.1 deliver, or procure the delivery of, the documents set out in part 2 of schedule 4 to the Seller; and
6.2.2.2 comply, or procure compliance, with the obligations set out in that part.
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 its depository participant duly executed, irrevocable and unconditional written instructions to debit the demat account of the Seller to the extent of the Sale Shares and credit the Sale Shares in favour of Purchaser;
(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; and
(ii) authorising such other acts as may be necessary to give effect to the Completion.
Completion Actions. At Completion, the Seller, each Minority Shareholder (as applicable) and the Purchaser shall procure (to the extent applicable to such Party) that the applicable Parties shall take the actions listed in Schedule 4 (Completion actions).