Completion and Conditions Sample Clauses
Completion and Conditions. 3.1 Completion is conditional upon the satisfaction of’ the following conditions:
(a) the passing of the requisite shareholder resolutions approving the Liquidity Event;
(b) obtaining the appropriate Investor and Supermajority Consents (each as required by and defined in the Shareholders’ Agreement);
(c) the participation of Qualifying Shareholders and Optionholders in the EBT Transfer; and
(d) the execution of appropriate documentation by the Sellers.
3.2 The Company shall use reasonable endeavors to ensure that the Conditions are fulfilled as soon as reasonably practicable after the date of this deed.
3.3 The Conditions are waiveable only by the Company. Following the satisfaction (or waiver as applicable) of the Conditions, the Company shall promptly notify the Buyer that the Conditions have been satisfied (or waived as applicable) and shall provide the Buyer with a sale schedule showing the identity of the Sellers, the number of Sale Shares being sold and the Sale Consideration in a form substantially similar to that set out in schedule 1 to this deed (the “Sale Schedule”).
3.4 Promptly (and in any event prior to Completion) the Buyer and the Company will execute and deliver to the other the Loan Agreement and the Escrow Deed and the Company will, pursuant to the terms of the Loan Agreement and the Escrow Deed, pay in cash by electronic transfer the Sale Consideration to the Buyer.
3.5 Completion shall occur at the offices of Ashurst LLP two days following the service of the Sale Schedule (or such later date as the parties shall agree) and on Completion the Company shall deliver to or make available to the Buyer (i) transfers in the appropriate form relating to all the Sale Shares duly executed on behalf of each Seller in favour of the Buyer and (ii) duly executed Indemnity Forms or share certificates (as appropriate) from the Sellers.
3.6 On Completion and upon compliance by the Company with the provisions of clause 3.5 of this deed, the Buyer shall provide for the transfer by CHAPS of the Sale Consideration to the Sellers via the account notified to it by the Company (the payment and receipt of such amount being good discharge by the Buyer of its payment obligations hereunder).
3.7 The Company hereby acknowledges and agrees that it shall be responsible for any deduction from the Sale Consideration to be paid to the Sellers and will pay in a timely manner any stamp duty charge arising out of or in connection with the sale and purchase of the Sale Shar...
Completion and Conditions. 5.1. Subject to clause 5.3, Completion shall take place on the Completion Date.
5.2. At Completion the Seller shall comply with its obligations set out in Schedule 8.
5.3. Completion of this Agreement is subject to:
5.3.1. the entry by the Buyer into an invoice discounting facility agreement in agreed form with Bibby Invoice Discounting Limited;
5.3.2. the grant by the Buyer of a debenture in agreed form of its business and assets in favour of Bibby Financial Services Limited;
5.3.3. the entry by the Buyer and the Seller into a deed of novation in agreed form with Bibby Invoice Discounting Limited in respect of the 2009 Agreement; and
5.3.4. the release in agreed form by Bibby Financial Services Limited of a debenture dated 8 July 2009 over the business and assets of the Seller.
Completion and Conditions. (1) Subject to the provisions of Clause 2 and the provisions of this clause completion of the sale and purchase of the Shares shall take place at 11.30 a.m. on 12th November 1999 at the offices of Messrs Elliott Duffy Garrett, Solicitors, Royston House, 34 Upper Queen S▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇D whereupon:
(▇) ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇:
(▇) ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ Purchaser:
(a) duly executed transfers of the Shares by the registered holders thereof in favour of the Purchaser (or its nominee/s) together with the relative share certificate/s;
(b) such waivers or consents as the Purchaser may require to enable the Purchaser (or its nominee/s) to be registered as holders of the Shares;
(ii) cause such persons as the Purchaser may nominate to be validly appointed as additional directors of the Company and, upon such appointment, forthwith cause the Directors (other than the Continuing Directors) to retire from office delivering to the Purchaser letters under seal acknowledging that each Director so retiring has no claim outstanding for compensation or otherwise and without any payment either under the Employment Rights (Northern Ireland) Order 1996 or otherwise in respect of redundancy payment or unfair dismissal;
(iii) procure revocation of all authorities to the bankers of the Company relating to bank accounts and giving authority to such persons as the Purchaser may nominate to operate the same; and
(iv) deliver to the Purchaser as agent for the Company:
(a) all the statutory and other books (duly written up to date) of the Company and its certificate of registration, securities and common seal;
(b) the duly executed Trading Agreement;
(c) the duly executed MIS Agreement;
(B) the Purchaser shall pay the Consideration in cash by internal Ulster Bank Markets Limited transfer to the account of the Parent at Ulster Bank Markets Donegall Square East Belfast and such transfer shall be an effective discharge to the Purchaser:-
(2) If in any respect the provisions of item (A) of Sub-Clause (1) of this Clause are not complied with on the date for Completion set by that Sub- Clause the Purchaser may:
(A) defer Completion to a date not more than 20 Business Days after the date set by Sub-Clause (1) of this Clause (and so that the provisions of this Sub-Clause (2) shall apply to Completion as so deferred); or
(B) proceed to Completion so far as practicable (without prejudice to its rights hereunder); or
(C) rescind this Agreement.
Completion and Conditions