Common use of Completion Obligations Clause in Contracts

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.

Completion Obligations. Forthwith upon At Completion: 6.2.1 the conclusion of Seller shall deliver to the extraordinary general meeting or signing of the Resolutions, as the case may be, referred to in clause 3.2 abovePurchaser: (aA) in full reliance on the accuracy a copy of the Warranties O&M Amendment Agreement in the form attached as Schedule 3 duly executed by Abengoa Water 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 nominateBDDG; (bB) a copy of the Company will procure that EPC Amendment Agreement in the form attached as Schedule 14 duly executed by the parties thereto; (C) a certified copy of the Abengoa Guarantee; (D) written confirmation from Abengoa Water of settlement of the Receivables and evidence of releases for any Encumbrances securing the Company’s obligations for any Indebtedness of the Company, in each case in a form reasonably acceptable to the Purchaser; (E) a certified copy of the resolution of the general meeting of shareholders of the Board is held at which (to Seller authorising the extent the same has not already been done):Transaction; (iF) 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 original executed written resignations in the Registers agreed form of Allotments and Members all the directors and, if applicable, company secretary of the Company and the relevant share certificate(s) are issued to the InvestorsBDDG (taking effect on and from Completion); (iiG) Xxx Xxxxxx a copy of the termination of the Management Services Agreement; (H) a certificate in agreed form signed by a director of the Seller confirming that: (1) the conditions in Clauses 4.2.2, 4.2.3, 4.2.4 and Xxxxxxxxxxx Xxxxxx 4.2.5 have been satisfied; (2) the Fundamental Seller Warranties are appointed true and accurate in all respects and are not misleading as of the Signing Date and on the Completion Date; (3) each of the Business Warranties and the Tax Warranties shall be true and correct as of Completion; (4) the covenants and agreements of the Company, BDDG and the Seller to be performed on or prior to the Completion Date (including such covenants and agreements in Clause 5 (Period prior to Completion)) have been duly performed in all material respects; (I) a certified copy of the minutes of the general meeting of the shareholder of the Company whereby, as at Completion: (1) the resignation of the existing directors of the Company is accepted (with effect from Completion) and shall the existing directors are given irrevocable discharge for the management of the Company up to Completion; (2) it is resolved to appoint the directors and auditors (if any) nominated by the Purchaser pursuant to Clause 5.5 (Pre-Completion Notifications); (3) it is resolved to revoke the existing bank mandates and powers of attorney of the Company unless otherwise instructed by the Purchaser pursuant to Clause 5.5; (J) all books, records and documents of or related to the Company and BDDG that are in possession of the Seller or the Company, the registers, minute books and other records required to be designated as kept by the BVP Directors Company and BDDG required to be kept in accordance with clause 7.2 Applicable Law, in each case properly written up as at the Completion Date, together with the common seals (if any), certificates of incorporation and Article 18.3 any certificates of incorporation on change of name for each of the ArticlesCompany and BDDG; (K) the definitive share certificates for the Shares or an indemnity, in agreed form, for any lost certificates; (L) the share certificates in respect of all issued shares in the capital of BDDG held by the Company; and (M) signed minutes, in agreed form, of each of the board meetings held by the Company and BDDG if required pursuant to this Agreement; (N) a copy of the corporate resolutions of BDDG whereby the number of the authorised shares of BDDG are corrected, through (i) the increase of the authorised shares up to 50,000,000, (ii) then, the invalidation of the excess issued shares and (iii) Xxxxxxx Xxxxxxx resigns re-issue of shares equivalent to the invalidated excess shares such that the total issued shares of BDDG will stand at 13,179,373; 6.2.2 the Seller and the Purchaser shall procure that the: (A) Deed of Transfer is executed by and before the Notary; and (B) the amount of Pro-Rata Completion Amount under Clause 3.1.1(B) is released by the Notary to the Seller in accordance with the terms of the Notary Letter, which release is actually not effectuated at Completion but in any event one Business Day after Completion. 6.2.3 the Seller shall call a shareholders meeting of BDDG to be held at Completion at which the following matters are approved: (A) acceptance of the resignations of the directors appointed by the Company and these directors are given irrevocable discharge for the management of BDDG, with effect from the end of the relevant board meeting; (B) the appointment of the persons nominated by the Purchaser as directors of BDDG, with effect from the end of the relevant board meeting. 6.2.4 the Purchaser shall deliver: (A) any documents executed by it in agreed form to give effect to the release and/or replacement of the Seller's Group Guarantees; (B) executed copies of the deed of accession of the Purchaser to the Equity Support Agreement in respect of matters after Completion and, if required, the BDDG SHA; which shall include the release and/or replacement of the Seller's Group entities in relation to their undertakings under those agreements. (C) a certificate in agreed form signed by a director of the Company. (c) the Directors shall deliver or procure that there are delivered to each of the InvestorsPurchaser confirming that: (i1) evidence satisfactory to the Investors that Purchaser Warranties are true and accurate in all respects and are not misleading as of the actions specified in clause 3.3(b) have been fulfilledSigning Date and on the Completion Date; (ii2) the Service Agreement, covenants and agreements of the Purchaser to be performed on or prior to the Completion Date have been duly executed by performed in all material respects; 6.2.5 The Purchaser shall pay to Abengoa Water the Founder Debt Transfer Amount and the Company;Debt Settlement Amount through a bank transfer into the Abengoa Water's Account in clear funds. (iii) the Registration Rights Agreement6.2.6 Abengoa Water, 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;the Purchaser shall execute the Deed of Novation of the Company/Abengoa Water Shareholder Loan in accordance with the agreed form in Schedule 13. (vii) Legal opinions from Company Counsel as to Corporate 6.2.7 Abengoa Water and Regulatory mattersthe Purchaser shall execute the novation agreement of the consulting and advisory services agreement entered into between Abengoa Water and Hydrocol Ltd. dated 19 November 2011, so that the Purchaser will step into Abengoa Water's contractual position in accordance with the agreed form in Schedule 16.