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. 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 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 ...
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. 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. 6.3.1. After confirmation by the Notary that the Purchase Price has been received in the Notary’s Account, the following shall occur on the Completion Date, in the order stated in this Clause 6.3 and further, to the extent relevant, in accordance with the Notary Letter:
a. the Seller shall provide the Notary with the Company's shareholders register which reflects the Seller as the owner of the Shares and the Shares are not Encumbered (other than such Encumbrances on the Shares released pursuant to the Lenders' Consent), in which the release of Encumbrances on the Shares pursuant to the Lenders' Consent and the transfer of the Shares shall be registered;
b. the Seller shall provide written evidence of payment of the amounts due by the Loan Parties to the Agent and the Term B Group (as defined in the Lenders' Consent) pursuant to Section 3(b)(ii) of the Lenders' Consent (the "Lender Payment Amount"), provided that the Seller shall be deemed to have complied with its obligations under this sub-clause b, if and to the extent (A) the Agent either for itself or also on behalf of the Term B Group (as defined in the Lenders' Consent), and to the extent relevant, the Term B Group (as defined in the Lenders' Consent) is or are (as the case may be) a party to the Notary Letter, and (B) the Notary Letter provides for the Lender Payment Amount to be paid out of the Purchase Price received in the Notary's Account in accordance with 6.2;
c. the Seller shall deliver to the Purchaser, with a copy to the Notary, the written resignations of each of the persons set out in Schedule 6 (D&O Changes) stating that they resign from their respective board positions with the Group Companies as set out in that Schedule and that they waive any claims they have or may have against the Group Companies, effective upon the execution of the Deed of Transfer;
d. the Seller shall procure the adoption of written resolutions to:
(i) grant full discharge to and accept the resignation of all members of the management boards of the Group Companies referred to in Clause 6.3.1.b, effective as per the execution of the Deed of Transfer; and
(ii) appoint the new members of the management boards of each of the Group Companies as set out in Schedule 6 (D&O Changes), effective upon the execution of the Deed of Transfer;
e. the Seller shall deliver to the Purchaser a written statement, substantially in the form of Schedule 7 (Form of Seller’s and Seller’s Parent’s Closing Statement), in which (i) each ...
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. The Parties establish that the conditions precedent referred to in Clause 5.1 above have been fulfilled or declared waived by the Purchaser;
