Completion Obligations. 5.1 Subject to the satisfaction or waiver of the Conditions Precedent (except for any Condition Precedent which will be satisfied only upon Completion), Completion of this Agreement shall take place on 13 September 2021, or on such other date as Prudential and Xxxxxxx shall agree.
5.2 At Completion, the following business shall be transacted:
(A) Prudential shall deliver to the Xxxxxxx Transfer Agent duly executed transfers of the Relevant Xxxxxxx Shares in favour of the Qualifying Prudential Shareholders; and
(B) Xxxxxxx shall procure that, except for Relevant Xxxxxxx Shares in respect of which Qualifying Prudential Shareholders elected to exercise the Share Sale Option, the names of the Qualifying Prudential Shareholders or Cede & Co, for delivery in DTCC to the relevant Euroclear UK & Ireland DTC account delivery of CREST Depository Interests (“CDIs”) to CREST shareholders and relevant eligible holders who are to have their entitlement to Xxxxxxx shares held through Equiniti Corporate Nominees Limited in such form, to whom the Relevant Xxxxxxx Shares have been transferred are recorded in the register of stockholders of Xxxxxxx as the holders of such Relevant Xxxxxxx Shares.
5.3 Any amounts outstanding at Completion between any Prudential Group Company and any Xxxxxxx Group Company shall, to the extent not already settled (and unless otherwise agreed between Prudential and Xxxxxxx):
(A) be settled by payment to the relevant Prudential Group Company or Xxxxxxx Group Company (as appropriate) in the normal course in accordance with this Agreement or any other pre-existing arrangements; or
(B) in the case of amounts which relate to intra-group financing or similar arrangements, or in respect of which no payment terms have previously been agreed, be repaid or settled on or as soon as reasonably practicable after Completion or on such date as the parties may agree, and each of Prudential and Xxxxxxx agree to procure compliance by members of their respective Groups with the provisions of this clause 5.
5.4 Prudential undertakes with effect from Completion:
(A) to hold the Relevant Xxxxxxx Shares upon trust for the Qualifying Prudential Shareholders as beneficial owners;
(B) to account to the Qualifying Prudential Shareholders for any dividends, interest, bonuses, in specie or other distributions or payments of whatever nature paid or made to Prudential in respect of the Relevant Xxxxxxx Shares;
(C) not to exercise any rights, powers or privileges attaching to t...
Completion Obligations. On the Closing Date, there will be no written or oral contract made for any improvements, including capital improvements, to the spaces covered by the Leases, to the Property, or for offsite improvements related to the Property, which have not been fully completed and paid for or a credit given to Buyer at Closing in the amount sufficient to complete the improvement.
Completion Obligations. At the Completion Date 1, QIWI shall:
Completion Obligations. To the best of Seller’s knowledge, except as set forth on the attached Schedule 7.1 and in the Leases or Due Diligence Items on the Closing Date, there will be no outstanding written or oral contract made for any improvements, including capital improvements, to the spaces covered by the Leases, to the Property, or for offsite improvements related to the Property, which have not been fully completed and paid for or a credit given to Buyer at Closing in the amount sufficient complete the improvement.
Completion Obligations. In addition and without prejudice to the Competition Approvals and the Novations, the Seller and the Purchaser shall each use its reasonable endeavours to obtain any approvals, consents or waivers of termination rights from any relevant authorities, lessors, lenders and other contracting parties required under Applicable Law or otherwise in connection with Completion.
Completion Obligations. [To Be Inserted]
Completion Obligations. On Completion, the Sellers and the Purchasers shall comply with their respective obligations specified in Schedule 5.
Completion Obligations. Unless alternative arrangements have been made in accordance with clause 7(a), at Completion, unless previously provided:
(a) the Buyer must:
(i) pay the Balance Purchase Price to the Seller (or as it directs); and
(ii) reimburse the Seller, or any entity which has incurred costs on behalf of the Seller, for any costs incurred in undertaking any subdivision, amalgamation or ROL zone change to create the Water Allocation pursuant to clause 2.1, by way of bank cheque;
(b) the Buyer must provide the Seller with:
(i) an original stamped copy of this Agreement and a copy of the stamped Transfer Instrument;
(ii) (if required by the Seller), the Supply Contracts executed by the Buyer, and the Buyer authorises the Seller to insert the date of the Supply Contracts with the Date of Completion;
(iii) a Bank Guarantee as required to be provided under the Supply Contracts; and
(iv) an authority to the Deposit Holder to release the Deposit to the Seller;
(c) the Seller will provide the Buyer with:
(i) if not already provided, the Transfer Instrument signed by the Seller;
(ii) a Notice to Registrar executed by (or on behalf of) the ROL Holder; and
(iii) if requested by the Buyer not less than 15 Business Days prior to the Completion Date copies of any other documents to be signed by the Seller as necessary for registering the Transfer Instrument if required; and
(d) for the avoidance of doubt and notwithstanding anything else to the contrary, the Seller will have no obligation to complete this Agreement (or deliver any items under this clause 8.2) unless the Supply Contracts have been executed and delivered by the Buyer to the Seller in accordance with clause 8.2(b)(ii).
Completion Obligations. At Completion H3G II shall procure:
(a) in respect of the Existing HET Loan Sale, the delivery to HET and VIP LuxCo of an assignment deed under which HET assigns to VIP LuxCo its rights, title, interest and benefits in and to 50% of the Existing HET Loan free from all Encumbrances, duly executed by H3G II;
(b) the delivery to the Luxembourg Notary of all necessary “know-your-customer” documents required in accordance with Luxembourg law and a valuation certificate confirming the value of the WAHF Shares to be contributed to H3G II to fully pay up the VIP H3G II Shares;
(c) in respect of the HET Contribution:
(i) the delivery to HET of an assignment deed under which HET assigns to H3G II its rights, title, interest and benefits in and to the VIP LuxCo Receivable to H3G II free from all Encumbrances, duly executed by H3G II; and
(ii) the delivery to VIP LuxCo of a notice of assignment in favour of H3G II of the VIP LuxCo Receivable, duly executed by H3G II;
(d) in respect of the VIP LuxCo Contribution and the WAHF Consideration, the delivery to VIP LuxCo of:
(i) a contribution and subscription agreement in relation to the transfer by VIP LuxCo to H3G II of (A) its entire interest in the WAHF Shares and (B) the sum of EUR25,000, duly executed by H3G II;
(ii) a promissory note in respect of the H3G II Receivable granted by H3G II in favour of VIP LuxCo, duly executed by H3G II; and
(iii) a copy of the register of H3G II recording VIP LuxCo as the owner of all the VIP H3G II Shares;
(e) in respect of the Extinguishment of Receivables, the delivery to VIP LuxCo of a notice from H3G II in relation to the set-off of the H3G II Receivable against the VIP LuxCo Receivable such that each of the H3G II Receivable and the VIP LuxCo Receivable are extinguished as fully and completely repaid;
(f) in respect of the HET Secondary Contribution, the delivery to HET and XxxXx of a novation deed under which HET novates to XxxXx its rights, title, interest and benefits in and to 50% of the Existing HET Loan to H3G II free from all Encumbrances, duly executed by H3G II;
(g) in respect of the VIP LuxCo Secondary Contribution, the delivery to VIP LuxCo and XxxXx of a novation deed under which VIP LuxCo novates to XxxXx its rights, title, interest and benefits in and to 50% of the Existing HET Loan to H3G II free from all Encumbrances, duly executed by H3G II;
(h) in respect of the steps contemplated by clauses 2 to 6, executed copies of any other instruments of transfer required b...
Completion Obligations. Forthwith upon the conclusion of the extraordinary general meeting or signing of the Resolutions, as the case may be, referred to in clause 3.2 above:
(a) in full reliance on the accuracy of the Warranties and other covenants and undertakings on the part of the Warrantor in this Agreement, the Investors shall each subscribe for their respective Investor Shares at the Preference Issue Price and shall procure the payment of amounts then due in cash in accordance with clause 2 to such account of the Company as the Company shall nominate;
(b) the Company will procure that a meeting of the Board is held at which (to the extent the same has not already been done):
(i) there are allotted, fully paid, to each of the Investors, the Investor Shares subscribed by them pursuant to clause 3.3(a), the appropriate entries are made in the Registers of Allotments and Members of the Company and the relevant share certificate(s) are issued to the Investors;
(ii) Xxx Xxxxxx and Xxxxxxxxxxx Xxxxxx are appointed as directors of the Company and shall be designated as the BVP Directors in accordance with clause 7.2 and Article 18.3 of the Articles;
(iii) Xxxxxxx Xxxxxxx resigns as a director of the Company.
(c) the Directors shall deliver or procure that there are delivered to each of the Investors:
(i) evidence satisfactory to the Investors that the actions specified in clause 3.3(b) have been fulfilled;
(ii) the Service Agreement, duly executed by the Founder and the Company;
(iii) the Registration Rights Agreement, duly executed by the Company;
(iv) the Management Rights Letter, duly executed by the Company;
(v) the Indemnification Agreements, duly executed by the Company;
(vi) the Partnership Contract, duly signed by the Company and WPTE;
(vii) Legal opinions from Company Counsel as to Corporate and Regulatory matters.
