Completion Matters. 6.2.1 At Completion, the following steps shall occur in the following order:
(a) firstly, the Seller shall procure for the following payments to be made:
(i) payment by Jaguar Cars Limited of the JPP Contribution to the JPP;
(ii) payment by Jaguar Cars Limited of the JEPP Contribution to the JEPP; and
(iii) payment by Land Rover UK of the LRPS Contribution to the LRPS;
(b) secondly, the Seller shall deliver or procure the transfer to the Buyer or a member of the Buyer’s Group nominated by the Buyer of any Ford Subscription Shares against the payment by the Buyer (for and on behalf of the relevant member of the Buyer’s Group, if applicable) to the Seller of the Ford Subscription Shares Consideration;
(c) thirdly, the Buyer shall, or shall procure that a member of the Buyer’s Group shall, subscribe for such number of Tata Subscription Shares as the Seller may specify to it not later than five (5) Business Days prior to Completion for cash at an aggregate subscription price of not more than the Estimated Intra Group Payables and Estimated Net External Indebtedness after deducting an amount equal to the aggregate subscription price paid prior to Completion by any member of the Seller Group in respect of any Ford Subscription Shares subscribed after notification to the Buyer of the Estimated Intra Group Payables and held in cash by Land Rover UK or which has been applied in paying off Intra-Group Payables or Net External Indebtedness;
(d) fourthly, the Seller shall deliver or procure delivery to the Buyer or such member of the Buyer’s Group as the Buyer directs the whole of the issued share capital of Jaguar Cars Limited against the payment by the Buyer (for and on behalf of the relevant member of the Buyer’s Group, if applicable) to the Seller of the Jaguar Shares Consideration;
(e) fifthly, the Buyer shall pay to the Seller an amount equal to the Initial Purchase Price (for and on behalf of the relevant member of the Buyer’s Group or Land Rover UK or Jaguar Cars Limited (as applicable)) and the aggregate amount of fees to be reimbursed to the Seller pursuant to Clause 4.2.1 as notified by the Seller to the Buyer not later than five (5) Business Days prior to Completion and upon payment of the Initial Purchase Price the Seller shall procure the transfer of the following, in the following order;
(i) any remaining shares in Land Rover UK;
(ii) the Sale Shares not already transferred pursuant to Clauses 6.2.1(a) to 6.2.1(d) and 6.2.1
Completion Matters. 6.2.1 At Completion, the Purchaser shall make the Completion Payments in accordance with Article 3.3 and deliver proper evidence of realisation of such Completion Payments.
6.2.2 At Completion, the relevant Sellers shall deliver or make available to the Purchaser:
(i) the original and up-to-date shareholders’ register of Manalliance and the shareholders’ register and PECs holders’ register of Alize LuxCo, evidencing full transfer to the Purchaser of all the Manalliance Shares and the Transferred LuxCo Securities, free and clear of any Encumbrances effective on the Completion Date;
(ii) for the sole purpose of complying with both article 1690 of the Luxembourg Civil Code and article 190 of the Luxembourg law on commercial companies dated 10 August 1915 (as amended), a transfer notice executed by the Sellers and the Purchaser and counter-signed by Manalliance and Alize LuxCo confirming that the Transferred Securities are transferred to the Purchaser as of the Completion Date; and
(iii) the resignation letters from their office as legal representative, officers, managers, directors or members of a board (or equivalent under relevant Laws) of a Group Company, with effect on the Completion Date, of the Persons nominated by any BCP Fund who hold such positions as of immediately prior to Completion or as otherwise agreed in writing among the Parties.
6.2.3 All matters at Completion will be considered to take place simultaneously, and no delivery of any document will be deemed complete until all actions, transactions and deliveries of documents required by this Agreement are fully completed, it being specified however that the closing deliveries set forth in Article 6.2.2 is for the benefit of the Purchaser only, and may therefore be waived in whole or in part by their respective beneficiary, as the case may be.
6.2.4 If the Purchaser fails to comply with any obligation in Article 6.2.1 or if any of the Sellers fails to comply with any obligation in Article 6.2.2, then the Sellers, if the defaulting party is the Purchaser, or the Purchaser, if the defaulting party is a Seller, shall be entitled (in addition to and without prejudice to all other rights or remedies available to it including the right to claim damages and/or pursue the specific performance of this Agreement (exécution forcée en nature)), by written notice to the Purchaser, if the defaulting party is the Purchaser, or to the Sellers, if the defaulting party is a Seller, served on the date set for Comp...
Completion Matters. The parties shall procure that the Independent Tester, within [five (5)] Business Days of any inspection made pursuant to Clause 17.10 (Pre-Completion Inspection), notifies D&B Co and the Authority of any outstanding matters (including, without limitation, the repetition of any of the commissioning tests or tests on completion (as applicable) which are required to be carried out and passed in accordance with the [relevant] Final Commissioning Programme) which are required to be attended to before the [ICT Handover Requirements], [Main] Works Requirements [and/ or Post Completion Works Requirements] can be considered to be complete. D&B Co shall attend to such matters and shall, if necessary, give the Independent Tester further notices in accordance with Clause 17.10 (Pre-Completion Inspection) (as applicable) (but dealing only with matters raised in the notification under this Clause 17.11 (Pre-Completion Matters)) so that the procedures in Clause 17.10 (Pre-Completion Inspection) (as applicable) and this Clause 17.11 (Pre-Completion Matters) are repeated as often as may be necessary to ensure that all outstanding matters in relation to the [ICT Handover Requirements,] [Main] Works Requirements [and/ or Post Completion Works Requirements] are attended to.
Completion Matters. The following Completion Matters shall be completed within 15 working days from the entering of the Equity Transfer Agreement:
Completion Matters. 36 3 Tax. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 Part 1 - General . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 4 Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 5
Completion Matters. 6.2.1 On the Completion Date, the Sellers (for each Seller, to the extent it has the power to do so) shall deliver, or procure delivery of the following documents to the Buyer or its Representatives or take, or cause the Companies to take, the following actions:
(i) originals of the resignations letters of the Companies’ officers and directors (with – as regards Borisniak - signatures duly authenticated by Notary Public and legalized by apostille), referred in Schedule 6.2.1(i) with effect on Completion and asking the relevant officer or director to duly waive the benefit of any prior resignation notice period;
(ii) minutes of the decisions of the relevant corporate bodies deciding the appointment of new officers and directors, whom shall be designated by the Buyer to the Sellers at the latest fifteen (15) days prior to Completion Date, to replace the resigning officers and directors referred to in (i) above;
(iii) With respect to the Eurafrique Sold Shares and the Sometra Sold Shares:
(a) share transfer orders (ordres de mouvement) duly completed and executed in favor of the Buyer and (b) the share transfer register and share certificates of each of the Eurafrique and Sometra;
Completion Matters. All the completion matters referred to here below will be performed simultaneously on the Completion Date:
3.1 The Seller shall deliver to the Purchaser or to his designated agent:
(a) 7 duly executed share transfer forms (ordres de mouvement) in the name of the Purchaser providing for the transfer to the Purchaser of the Shares, in the following manner: - a Share transfer form Mr. Xxxxxxx Xxxxxxx xx the Purchaser relating to 285,688 shares - a Share transfer form from Mr. Xxxxxxx Xxxxxxx xx the Purchaser, relating 60,000 shares owned in usufruct; - two Share transfer forms from Ms. Xxxxxxx Xxxxxxx xx the Purchaser, relating to (i) 288 wholly owned shares and (ii) 15,000 shares owned as beneficial owner; - a Share transfer form from Mr. Xxxxxxx Xxxxxxx xx the Purchaser, relating to 15,000 shares owned as beneficial owner; - a Share transfer form from Mr. Xxxxxxx Xxxxxxx xx the Purchaser, relating to 15,000 shares owned as beneficial owner; - a Share transfer form from Mr. Xxxxxxxxx Xxxxxxx xx the Purchaser, relating to 15,000 shares owned as beneficial owner. It is expressly specified that the transfer of the Shares to the Purchaser shall be completed in compliance with the Reglement Genexxx xx Xxxxxxx xxx Xxxxxxx Xxxxxxxxxx;
(x) a written confirmation from the financial institution in charge of registering any transfers of shares of the Company (etablissement teneur de comptes) that the transfer of the Shares has been completed and is enforceable against the Company and third parties;
(c) the share certificate with respect to the Block 2 Metamor Shares granted as a security for the reimbursement of the promissory note executed at the date hereof.
Completion Matters. On the Completion Date:
2.1 The Seller shall deliver to the Purchaser:
(a) a duly executed share transfer form (ordre de mouvement) in the name of the Purchaser providing for the transfer to the Purchaser of the Shares;
(b) a certified copy of the written resolution of the board of the Seller approving the sale of the Shares to the Purchaser;
(c) a letter of resignation of the Seller as Director of the Company.
Completion Matters. The provisions of Schedule 9 shall apply to the Purchaser for the period commencing on the Completion Date and ending on 31 December 2007.
