Common use of Completion Matters Clause in Contracts

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 Completion4.2.1 Closing deliveries of the Sellers On the Completion Date, the following steps Sellers shall occur in deliver or make available to the following order: (a) firstly, the Seller shall procure for the following payments to be madePurchaser: (i) payment by Jaguar Cars Limited Duly executed share transfer forms (ordres de mouvement) in respect of the JPP Contribution transfer of the Transferred Securities to the JPPPurchaser; (ii) payment by Jaguar Cars Limited Duly executed tax transfer forms (formulaires cerfa n°2759 DGI) in respect of the JEPP Contribution transfer of the Company Shares (except those held by Manco) and the Manco Securities; (iii) Regarding each of the Acquired Companies, the shareholders’ registers (registres de mouvement de titres) and the shareholders’ individual accounts (compte individuel d’actionnaires), together with the minute books for their shareholders’ meetings (registre des procès-verbaux d’assemblées générales); (iv) Duly executed resignation letters from each Investor representative from their office as directors or members of a supervisory board of any of the Acquired Companies, with effect on the Completion Date, it being agreed that the Sellers will use their best efforts to obtain the JEPPresignation letters (with effect on the Completion Date) of the Acquired Companies independent board members and board members which can not be removed by shareholders’ decision; and (iiiv) payment by Land Rover UK As regards each Stock-Option Holder having so elected, a duly executed waiver letter confirming such Stock-Option Holder’s irrevocable waiver of the LRPS Contribution his/her right 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 exercise his/her Stock-Options 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 Stock-Option Waiver Amount, as contemplated under Section 8.1.6(ii) below. 4.2.2 Closing deliveries of the followingPurchaser On the Completion Date, in the following order;Purchaser shall: (i) any remaining shares Deliver to the Sellers evidence of the fulfilment (or waiver as applicable) of the conditions precedent set out in Land Rover UK;Section 9; and (ii) Make the Sale Shares Completion Payments in accordance with the provisions of Section 3.3.2. 4.2.3 All matters at Completion will be considered to take place simultaneously, and no action and 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 Section 4.2.2 are for the benefit of the Sellers only, and the closing deliveries set forth in Section 4.2.1 are for the benefit of the Purchaser only, and may therefore be waived in whole or in part by their respective beneficiary. 4.2.4 The Purchaser shall have no obligation to consummate the transactions contemplated by this Agreement unless all (and not already transferred pursuant less than all) of the Transferred Securities are delivered to Clauses 6.2.1(ait in accordance with the terms hereof. Notwithstanding anything to the contrary in this Agreement, if for any reason one or more Seller(s) is (are) unable to 6.2.1(ddeliver Transferred Securities to the Purchaser (the “Defaulting Seller(s)”), the Purchaser shall, without liability on its part, be entitled to either: (i) decide to postpone the Completion Date; and/or (ii) decide to proceed with the Completion with respect to the other (non-Defaulting) Sellers and 6.2.1reserve its rights to subsequently enforce this Agreement as against the Defaulting Sellers.