COMPLETION BOARD MEETINGS. The Seller shall cause a board meeting of the Company and each of the Subsidiaries to be held at Completion at which the following matters shall take place:
1.1. in the case of the Company only, the approval of the registration of the transfer of the Sale Shares, subject only to the transfers being stamped at the cost of the UK Buyer;
COMPLETION BOARD MEETINGS. (a) At or before Completion, DRD(Offshore) must ensure that a meeting of the directors of DRD (IOM) is convened and conducts the following business:
(i) approval of the registration of Emperor as the holder of the Sale Shares in the books of DRD (IOM) subject only to the stamping of the transfer;
(ii) the cancellation of the old share certificates and the issue of new share certificates for the Sale Shares in the name of Emperor, to take effect from the later of Completion and the close of the meeting.
(b) At or before Completion, Emperor must ensure that a meeting of the directors of Emperor is convened and conducts the following business:
(i) approval of the registration of DRD(Offshore) as the holder of the Share Consideration;
(ii) the issue of the holding certificates for the Share Consideration;
(iii) to the extent requested by DRD(Offshore) no later than 5 Business Days prior to Completion, existing mandates for the operation of all bank accounts by the members the Emperor Group are revoked and replaced with mandates approved by DRD( Offshore);
(iv) resignation of any directors, secretaries and public officers of Emperor nominated by DRD(Offshore) under clause 6.3(c); and
(v) appointment of any persons nominated by DRD(Offshore) not less than 5 Business Days prior to Completion to act as directors, secretaries and public officers of Emperor subject to the receipt of written consents from those persons to act under clause 6.2(e),
COMPLETION BOARD MEETINGS. 2.1 The Seller shall cause a board meeting of the Company to be held at the Completion Date, at which the following matters are approved:
(a) the registration of the transfers of the Sale Shares delivered in accordance with paragraph 1.1(a) of this Schedule 4, subject only to the transfers being duly stamped at the Buyer's cost;
(b) acceptance of the resignations referred to in paragraph 1.1(e) of this Schedule 4, with effect from the end of the relevant board meeting;
(c) the appointment of the persons nominated by the Buyer as directors and company secretary of the Company (subject to any maximum number of directors contained in the relevant company's articles of association), with effect from the end of the relevant board meeting;
(d) changing the registered office of the Company to such address as is required by the Buyer;
(e) revoking all existing instructions and authorities to the bankers of the Company and replacing them with new instructions and authorities as the Buyer requires;
(f) the entry by the Company into the Employment Agreements;
(g) the entry by the Company into the Settlement Agreements.
COMPLETION BOARD MEETINGS. 2.1 The Sellers shall cause a board meeting of the Company to be held at Completion, at which the following matters are approved:
2.1.1 in the case of the Company only, the registration of the transfers of the Sale Shares delivered in accordance with paragraph 1.1.1 of this Schedule 3, subject only to the transfers being duly stamped at the Buyer’s cost;
2.1.2 acceptance of the resignations referred to in paragraph 1.1.7 of this Schedule 3, with effect from the end of the relevant board meeting;
2.1.3 the appointment of the persons nominated by the Buyer as directors the Company (subject to any maximum number of directors contained in the Company’s articles of association), with effect from the end of the relevant board meeting;
2.1.4 the appointment of DMCL LLP as the auditor of the Company, with effect from the end of the relevant board meeting;
2.1.5 changing the accounting reference date of the Company to such date as is required by the Buyer (subject always to the requirements of the CA 2006);
2.1.6 changing the registered office of the Company to such address as is required by the Buyer; and
2.1.7 revoking all existing instructions and authorities to the bankers of the Company and replacing them with new instructions and authorities as the Buyer requires.
COMPLETION BOARD MEETINGS. 2.1. The Seller will procure that a board meeting of the Company is held at or prior to Completion, at which the following matters will be determined and approved:
2.1.1. the registration of the transfer of the Company Shares upon all conditions being met;
2.1.2. acceptance of the resignations referred to in paragraph 1(f) of this Schedule with effect from the Completion Time on the Completion Date; and
2.1.3. the appointment of the persons nominated by the Buyer as directors and company secretary of the Company (but not exceeding any maximum number of directors contained in the Company bye-laws) with effect from the Completion Time on the Completion Date.
2.2. The Seller will procure that a board meeting of AILIL is held at or prior to Completion, at which the following matters will be determined and approved:
2.2.1. the registration of the transfer of the AILIL Shares and the AILIL B Shares upon all conditions being met;
2.2.2. acceptance of the resignations referred to in paragraph 1(f) of this Schedule with effect from the Completion Time on the Completion Date; and
2.2.3. the appointment of the persons nominated by the Buyer as directors and company secretary of AILIL (but not exceeding any maximum number of directors contained in AILIL's bye-laws) with effect from the Completion Time on the Completion Date.
2.3. The Seller will procure that a board meeting of BLW is held at or prior to Completion, at which the following matters will be determined and approved:
2.3.1. acceptance of the resignations referred to in paragraph 1(f) of this Schedule with effect from the Completion Time on the Completion Date; and
2.3.2. the appointment of the persons nominated by the Buyer as directors and company secretary of BLW (but not exceeding any maximum number of directors contained in BLW’s bye-laws) with effect from the Completion Time on the Completion Date.
COMPLETION BOARD MEETINGS. The Seller shall cause a board meeting of the Company and each of the Subsidiaries to be held at Completion at which the following matters shall take place:
1.1. in the case of the Company only, the approval of the registration of the transfer of the Sale Shares, subject only to the transfers being stamped at the cost of the UK Buyer;
1.2. acceptance of the resignations referred to in paragraph 1.7 of Part 2 of this Schedule 3 with effect from the end of the relevant board meeting;
1.3. approval of the appointment of the persons nominated by the Buyer as directors and company secretary of the Company and of each of the Subsidiaries (but not exceeding any maximum number of directors contained in the relevant company’s articles of association) with effect from the end of the relevant board meeting;
1.4. approval of the appointment of such firm of auditors as may be specified by the Buyers as the auditors of the Company and each of the Subsidiaries with effect from the end of the relevant board meeting;
COMPLETION BOARD MEETINGS. The Seller shall cause a board meeting of the Company to be held at or prior to Completion at which the following matters shall take place:
(a) approval of the registration of the transfer of the Sale Shares, and issue of new share certificates in the name of the Buyer, subject only to the transfers being stamped at the Hong Kong Stamp Duty Office (which cost and expense shall be borne fifty percent (50%) by the Buyer and fifty percent (50%) by the Seller);
(b) approval of the written resignation of Xxxxx Xxxxxx and Xxxxxxxxx Xxxxxxxx as the directors of the Company, resigning from their respective offices with the Company;
(c) approval of the written resignation of Charmway Secretary Limited as company secretary;
(d) approval of the appointment of the persons nominated by the Buyer as Directors and company secretary of the Company with effect from the end of the relevant board meeting;
(e) approval of the change in registered office address and the filing of the relevant notices to the Companies Registry and the Commissioner of the Inland Revenue;
(f) approval of the Amended Distribution Agreement; and
(g) approval of the Asset Transfer Agreement.
COMPLETION BOARD MEETINGS. The Seller shall provide a resolution of the Company at Completion in a form approved by the Buyer at which the following matters are approved:
2.1 the registration of the transfer of the Sale Shares delivered in accordance with paragraph 1.1 of this Schedule 3, subject only to the transfers being duly stamped at the Buyer’s cost;
2.2 acceptance of the resignations referred to in paragraph 1.7 of this Schedule 3;
2.3 the appointment of the persons nominated by the Buyer as directors of the Company;
2.4 changing the accounting reference date of the Company to such date as is required by the Buyer (subject always to the requirements of the CA 2006);
2.5 changing the registered office of the Company to such address as is required by the Buyer; and
2.6 revoking all existing instructions and authorities to the bankers of the Company and replacing them with new instructions and authorities as the Buyer requires.
COMPLETION BOARD MEETINGS. The Sellers and the Optionholders shall cause a board meeting of the Company to be held at Completion at which the following matters shall take place:
(a) the approval of the registration of the transfer of the Sale Shares and the Option Shares, subject only to the transfers being stamped at the cost of the Buyer;
(b) acceptance of the resignations of the directors of the Company referred to in paragraph 1(g) of Part 1 of this Schedule 3; and
(c) approval of the appointment of each of Xxxxxx Xxxxx, Xxxxx X. Xxxxxx and Xxxxxx Xxxxxxx as directors and officers of the Company, such appointments to take effect at completion of the board meeting.
COMPLETION BOARD MEETINGS. The Sellers shall cause a board meeting of the Company to be held at Completion at which the following matters are approved:
