Completion Deliverables. All deliverables required pursuant to Section 7 hereof shall have been delivered by the Seller Parties contemporaneously with Completion.
Completion Deliverables. Subject to compliance with Articles 2 to 4 above (as applicable), the Parties shall have the following obligations:
Completion Deliverables. At Completion the Seller and the Buyer shall do all of those things respectively required of them in Schedule 1 and the Buyer shall pay to the Seller the ARL Purchase Price by wire transfer in immediately available cleared funds without withholding, deduction or set-off pursuant to the payment instructions communicated to the Buyer by the Seller.
Completion Deliverables. 6.1 On the Completion Date:
(a) The Investor shall pay to the Company the Subscription Price in such manner as is notified to the Investor in writing, prior to the Completion Date, by the Company;
(b) the Company shall:
(i) procure that a resolution of the director of the Company is passed approving:
(1) the registration of New Shares; and
(2) the updating of the Register of Members to reflect the Investor as holder of legal title to the New Shares; and
(ii) procure that Investor is entered in the Register of Members as the holder of the New Shares and a copy of the updated Register of Members is provided to the Investor.
Completion Deliverables. Obligations of the Company The Company shall deliver to the respective Investor:-
Completion Deliverables. Each Party shall take (or has taken), or procures to be taken, the actions listed in relation to it or its Affiliates in Schedule 4 (Completion Deliverables) in the sequence set out therein, each such action up to Completion being conditional upon each of the preceding actions having been taken.
Completion Deliverables. 4.1 On or prior to Completion, Xxxxx shall procure:
(a) the transfer in book entry form of the Oppenheimer Shares to the securities account maintained in the name of the SPV at Oppenheimer (the “Oppenheimer Shares Transfer”); and
(b) the transfer in book entry form of the AST Shares and Series 9 Warrants to the securities account maintained in the name of the SPV at AST (the “AST Securities Transfer”), and deliver or make available to the SPV, certified true copies of the original executed irrevocable instructions letters to Oppenheimer or AST (as the case may be), instructing each of Oppenheimer or AST to effect the Oppenheimer Shares Transfer and the AST Securities Transfer, respectively.
4.2 On Completion, subject to the Oppenheimer Shares Transfer and the AST Securities Transfer having first occurred, the Consideration shall be satisfied by the allotment and issuance of the Consideration Shares by the SPV to Xxxxx and the SPV shall deliver a share certificate in respect thereof to Xxxxx.
4.3 Each Party further undertakes to perform or cause to be done and performed all such acts and things and shall execute and deliver all such agreements, certificates, instruments and documents as the other Party may reasonably request in order to carry out the intents and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
Completion Deliverables. 1. At Completion, the Sellers shall deliver, or cause to be delivered, to the Buyer the following:
(a) instrument(s) of transfer and bought and sold note(s) in relation to the Sale Shares duly executed by each of the Sellers in favour of the Buyer and/or its nommees;
(b) share certificate(s) registered in the name of the Sellers in respect of the Sale Shares;
(c) original statutory record and other books and records (including without limitation all resolutions made up to the Completion Date, financial records, bank statements and cheque books) of each of the Target Companies and the certificate of incorporation, current business registration certificate, company chop(s) and common seal(s) and any other papers, records, contracts and documents of each of the Target Companies or written authorizations in favour of the Buyer for the collection of such documents or records;
(d) such other documents as may be reasonably required to give good title to the Sale Shares free from all Encumbrances and to enable the Buyer (or its nominee(s)) to become the registered holders thereof;
(e) written resolutions of the board of director of TSL approving:
(i) the transfer of Sale Shares contemplated hereunder and registration of the Buyer or its nominees as members of TSL subject only to the production of duly stamped and completed transfers in respect of the TSL Sale Shares;
(ii) such persons as the Buyer may nominate to be validly appointed as directors, secretary and auditors of TSL with effect from the Completion Date;
(iii) change of authorised signatories of all the TSL Bank Accounts in such manner as the Buyer may direct or nominate; and
(iv) (as the Buyer may direct) the resignation of the directors, secretary and auditors of TSL with effect from the Completion Date;
(f) written resolutions of the board of director ofNSL approving:
(i) the transfer of Sale Shares contemplated hereunder and registration of the Buyer or its nominees as members of NSL subject only to the production of duly stamped and completed transfers in respect of the NSL Sale Shares;
(ii) such persons as the Buyer may nominate to be validly appointed as directors, secretary and auditors of NSL with effect from the Completion Date;
(iii) change of authorised signatories of all the NSL Bank Accounts in such manner as the Buyer may direct or nominate; and
(iv) (as the Buyer may direct) the resignation of the directors, secretary and auditors of NSL with effect from the Completion Date;
(g) resignati...
Completion Deliverables. Each Transfer Certificate duly executed by the parties thereto.
Completion Deliverables. On the Completion Date, the Parties shall proceed as follows, it being understood that all proceedings to be taken and all documents to be executed and delivered by the Parties at Completion shall be deemed to have been taken and executed simultaneously, and no such proceedings shall be deemed taken nor any such documents deemed executed or delivered until all have been taken, executed and delivered.
