Completion Deliverables Sample Clauses
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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. All deliverables required pursuant to Section 7 hereof shall have been delivered by the Buyer 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. 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. (a) On Option Shares Completion:
(i) the relevant Seller must:
(A) transfer or procure the transfer to the Buyer of the Option Shares in respect of which the Option is exercised;
(B) deliver to the Buyer all relevant original share certificates and a signed transfer form transferring the Option Shares to the Buyer, for the Option Shares in respect of which the Option is exercised; and
(C) deliver to the Buyer duly executed releases and discharges of all Encumbrances and any other Third party interests registered against the relevant Option Shares in respect of which the Option is exercised, including any necessary financing statement discharge forms, each being in form and substance reasonably acceptable to the Buyer; and
(ii) the Buyer will pay or procure the payment of the Option Shares Purchase Price to the Seller to such bank account as the Seller will notify to the Buyer in advance.
(b) The obligations of the Seller and the Buyer under this clause 31.2 are interdependent. Option Shares Completion is conditional on, and will not be taken to have occurred until, both the Seller and the Buyer have complied with all of their respective obligations under this clause 31.2.
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.
Completion Deliverables. On or prior to Completion:
6.5.1 each Party shall deliver or make available to the other Party duly executed copies of each of the Transaction Documents to which they are a party;
6.5.2 Unilever shall deliver or make available to TMICC a copy of the Unilever Circular in the form issued to Unilever Shareholders;
6.5.3 TMICC shall deliver or make available to Unilever copies of the Prospectuses in the form published by TMICC; and
6.5.4 TMICC shall deliver or make available to Unilever a duly executed copy of the Sponsors’ Agreement.
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...
