Common use of COMPLETION OF THE SALE AND PURCHASE Clause in Contracts

COMPLETION OF THE SALE AND PURCHASE. At Completion: (a) the Seller shall sell to HMTL and HMTL shall buy from the Seller the Sale Shares; (b) as consideration for the sale and purchase of the Sale Shares, HMTL shall issue and allot to the Seller, the HMTL Shares in dematerialised form; (c) the Seller shall deliver to HMTL original, irrevocable instructions given to the Seller’s depository participant for the transfer of the Sale Shares to HMTL; (d) the Seller shall provide a certified extract of a resolution of the board of directors of the Company approving: (i) the transfer of the Sale Shares to HMTL and the registration of HMTL as the transferee of the Sale Shares in the register of members of the Company; (ii) the appointment of the HMTL Nominated Directors as directors of the Company, as set out in the Schedule; and (iii) the acceptance of the resignation of the Seller Nominee Directors, as set out in the Schedule, such resignation to take effect at midnight on the Completion Date; (e) HMTL shall issue and allot the HMTL Shares to the Seller, inform its share registrar of such allotment and instruct its share registrar to immediately send notice of such allotment to HMTL’s depository so that the Seller’s depository participant can confirm to the Seller the allotment of the HMTL Shares; and (f) HMTL shall provide a certified extract of a resolution of the board of directors of HMTL approving the appointment of the New HMTL Directors as directors of HMTL, if any, as set out in the Schedule. All transactions contemplated by this Agreement to be consummated at the Completion shall be deemed to occur simultaneously and no such transaction shall be said to consummated unless all such transactions are consummated.