Completion of Transfers. (a) The entire beneficial interest in and to, and the risk of loss with respect to, the Sold Shares, the Acquired Assets and the Assumed Liabilities shall pass to Buyer as of the Domestic Closing Date, regardless of when legal title thereto shall be transferred to Buyer. All operations of the Business shall be for the account of the Sellers up to the Effective Time and shall be for the account of Buyer thereafter, subject to Section 2.10(d). In the event legal title to any of the Sold Shares or the Acquired Assets is not transferred at the Closing, the Seller of such Sold Shares or Acquired Assets shall hold such Sold Shares or Acquired Assets as nominee for Buyer until completion of such transfers.
(b) In the event that (i) the legal interest in the Foreign Sold Shares or the Foreign Acquired Assets, or any claim, right or benefit arising thereunder or resulting therefrom cannot be sold, assigned, transferred, conveyed or delivered as contemplated hereunder as of the Domestic Closing Date because any Consents required for such transfer have not been obtained or waived (“Foreign Deferred Transfers”) and (ii) such Foreign Deferred Transfers consist solely of De Minimis Foreign Transfers, then the sale, assignment, transfer, conveyance and delivery of the legal interest in such De Minimis Foreign Transfers shall be deferred until such Consents have been obtained. Seller Parent shall, and shall cause the Share Sellers and the Asset Sellers, and Buyer shall and shall cause its Affiliates to use commercially reasonable efforts to cooperate in obtaining such Consents as may be necessary to complete such transfers as soon as practicable (provided that neither the Sellers nor Buyer or its Affiliates shall be required to expend money, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party (other than immaterial filing, recordation or similar fees). Subject to Article VII, the failure of Seller Parent to obtain any required Consents prior to Closing in respect of De Minimis Foreign Transfers shall not affect Buyer’s obligations to close under this Agreement or to pay, or cause to be paid, the Initial Purchase Price. Nothing in this Agreement shall be construed as an attempt to assign to Buyer any legal interest in any of the Sold Shares or the Acquired Assets which, as a matter of law or by the terms of any legally binding contract, engagement or commitment to which any of the Sellers or the Sold Companies are subject...
Completion of Transfers. 16.6.1 The purchasing Shareholder will use its best endeavours to secure financing on commercially reasonable terms and conditions to enable completion of the sale and purchase of the Call Shares or Put Shares (as the case may be) by the Transfer Date.
16.6.2 If, notwithstanding its best endeavours, the purchasing Shareholder is not able to fund the Transfer Value by the Transfer Date, it shall be entitled to serve a notice (a “Deferral Notice”) on the selling Shareholder deferring completion of the sale and purchase of the Call Shares or Put Shares (as the case may be) to a date which is as soon as possible after the Transfer Date but in any event not later than [ * * * ] months after the date of the Default Notice (the “Longstop Date”).
16.6.3 The A Shareholder may, by written notice to the B Shareholder, assign any rights it has under clauses 16.2 and 16.4 to the Company and in this event the Company agrees to be bound by the provisions of this clause 16 as if it were the A Shareholder. For the avoidance of doubt, any acquisition of Shares by the Company in accordance with this clause 16 will not require approval as a Reserved Matter.
Completion of Transfers. The entire beneficial interest in and to, and the risk of loss with respect to, the Purchased Assets and the Assumed Liabilities, shall, regardless of when legal title thereto shall be transferred to the Buyer, pass to the Buyer as of the Closing. All operations with respect to the Purchased Assets and Assumed Liabilities, once the Closing has occurred, and beginning at the Closing, shall be for the account of the Buyer.
Completion of Transfers. 5.1. In order to effect and complete the transfer of any of the cash, undertaking and other assets of the Company comprised in the Rollover Pool pursuant to this Agreement, the Company, acting by the Liquidators:
5.1.1. shall deliver to the ICVC or its nominee, for the benefit of the ICVC Sub-Fund (or as the ICVC may direct) duly executed transfers in favour of the ICVC or its agent or nominee (including the Depositary), for the benefit of the ICVC Sub-Fund (or as the ICVC may direct) in respect of all shares, securities, debentures and other assets comprised in the Rollover Pool which pass by transfer (together with the relevant certificates or other documents of title relating thereto), shall procure and deliver to the ICVC or its nominee, for the benefit of the ICVC Sub-Fund (or as the ICVC may direct) copies of any consents, licences and approvals necessary to transfer the assets comprising the Rollover Pool and shall deliver to the ICVC or its nominee, for the benefit of the ICVC Sub-Fund (or as the ICVC may direct) all bearer instruments and other assets comprised in the Rollover Pool which pass by delivery; and
5.1.2. shall promptly give instructions to any person, company or other undertaking holding any part of the cash, undertaking or assets comprised in the Rollover Pool as nominee (including, for the avoidance of doubt, as depositary or custodian) or on trust for the Company or its nominee requiring such person, company or other undertaking to transfer such assets to, or to execute a declaration of nomineeship or trust in favour of, the ICVC (or its nominee), for the benefit of the ICVC Sub-Fund, and/or as the ICVC may direct; and
5.1.3. hereby undertakes with the ICVC to execute and deliver such other documents, to enter into such undertakings, covenants, deeds and the like and take such other steps as shall be reasonably required by the ICVC, on behalf of the ICVC Sub-Fund, to vest in the ICVC (or its agent or nominee, including the Depositary), for the benefit of the ICVC Sub-Fund, that part of the undertaking of the Company to be transferred to it under this Agreement and otherwise to give the ICVC the full benefit of this Agreement.
5.2. In the event that any part of the Rollover Pool, for whatever reason, is not transferred to the ICVC (or its agent or nominee, including the Depositary), for the benefit of the ICVC Sub- Fund, in accordance with this Agreement, the Company, acting by the Liquidators, shall:
5.2.1. hold such part of the Rol...
Completion of Transfers. 16.6.1 The purchasing Shareholder will use its best endeavours to secure financing on commercially reasonable terms and conditions to enable completion of the sale and purchase of the Call Shares or Put Shares (as the case may be) by the Transfer Date. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [ * * * ]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
16.6.2 If, notwithstanding its best endeavours, the purchasing Shareholder is not able to fund the Transfer Value by the Transfer Date, it shall be entitled to serve a notice (a “Deferral Notice”) on the selling Shareholder deferring completion of the sale and purchase of the Call Shares or Put Shares (as the case may be) to a date which is as soon as possible after the Transfer Date but in any event not later than [ * * * ] months after the date of the Default Notice (the “Longstop Date”).
16.6.3 The A Shareholder may, by written notice to the B Shareholder, assign any rights it has under clauses 16.2 and 16.4 to the Company and in this event the Company agrees to be bound by the provisions of this clause 16 as if it were the A Shareholder. For the avoidance of doubt, any acquisition of Shares by the Company in accordance with this clause 16 will not require approval as a Reserved Matter.
Completion of Transfers. 5.1 Completion of the transfers and the capital contributions provided for in clause 2 and clause 3 shall take place in Johannesburg at the offices of Standard Bank of South Africa Limited (as South African sub-custodian to the Master Trust), in London at the branch offices of the Custodian and in Bermuda at the offices of Conyxxx, Xxll & Xearxxx (Bermuda counsel to the Master Trust) (or at such other place or places as may be agreed between Old Mutual and the Master Trust) on the Transfer Date when all (but not part only unless Old Mutual and the Master Trust shall so agree) of the following business shall be transacted:
(a) Old Mutual shall deliver to the Master Trust (or as it shall direct) transfers in respect of the Portfolio duly completed and executed in favour of the Master Trust (or as it may direct) together with the certificates therefor and such other documents as may be reasonably required to give the Master Trust a good title to the Portfolio and to enable the Master Trust or its or its custodian or sub-custodian's nominee to become the registered holder thereof;
(b) Old Mutual shall pay the capital contribution under clause 2.4 and OMAM shall pay US$100 by telegraphic transfer to the account of the Master Trust with the Custodian as notified by the Master Trust to Old Mutual prior to the Transfer Date;
(c) the Master Trust shall deliver to Old Mutual a certified copy of the resolution of the board of trustees of the Master Trust (or a duly authorised committee thereof) directing that:
(i) OMB be registered as a holder of beneficial interest in the Master Trust as described in clause 2.5; (ii) OMAM be registered as a holder of beneficial interest in the Master Trust as described in clause 2.6;
(d) Old Mutual shall deliver to the Global Fund (or as it shall direct) transfers in respect of the Global Fund Portfolio duly completed and executed in favour of the Global Fund (or as it may direct) together with the certificates therefor and such other documents as may be reasonably required to give the Global Fund a good title to the Global Fund Portfolio and to enable the Global Fund or its or its custodian or sub-custodian's nominee to become the registered holder thereof;
(e) the Global Fund shall credit as paid up the shares, and allot and issue to OMB the consideration shares, as referred to in clause 3.3.
Completion of Transfers. For the purpose of a transfer of Equity Interests in accordance with the provisions of Clause 9, this Clause 10 and Clause 28, each Party shall, as appropriate:
10.3.1 procure that each Director appointed by it votes in favour of a resolution of the Board approving the transfer;
10.3.2 amend this Contract and the Articles to reflect the transfer and execute a document setting out such amendments;
10.3.3 waive its pre-emptive rights in relation to such transfer as the case may be in writing in such a form as may be required by Ferrari, Poly Technologies and/or the Approval Authorities;
Completion of Transfers. For the purposes of a transfer of Equity Interests in accordance with the provisions of this Clause 10 and Clause 28, each Party shall:
10.3.1 procure that each Director appointed by it votes in favour of a resolution of the Board approving the transfer;
10.3.2 amend this Contract and the Articles to reflect the transfer and execute a document setting out such amendments:
Completion of Transfers. In the event that the legal interest in any of the Assets or Assumed Liabilities to be sold, assigned, transferred, or conveyed pursuant to this Agreement, or any claim, right, or benefit arising thereunder or resulting therefrom cannot be sold, assigned, transferred, or conveyed hereunder as of the Closing because such transfer would result in a violation of applicable Law, or would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including any Governmental Entity), and such consent, authorization, approval or waiver shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or an attempted sale, assignment, transfer, conveyance or delivery, thereof; provided, however, that, the Closing shall occur notwithstanding the foregoing without any adjustment to the Purchase Price on account thereof. Each of the Company and its Affiliates, at its expense, and Buyer and its Affiliates shall use commercially reasonable efforts to cooperate in obtaining such consents or approvals as may be necessary to complete such transfers as soon as
Completion of Transfers. Notwithstanding the foregoing, if the assignment or transfer of any of the Contracts or the Assumed Liabilities would cause a breach thereof or if no required consent to such assignment or transfer has been obtained from the third parties involved, then such Contracts or Assumed Liabilities shall not be assigned and transferred, but, instead, Seller shall continue to hold its interests in such Contracts and/or Assumed Liabilities in trust for the benefit of Purchaser, shall receive in trust and remit as promptly as possible to Purchaser any money paid thereunder to Seller and shall cooperate in any reasonable arrangement or action requested by Purchaser (including without limitation, using commercially reasonable efforts to obtain any required consents) to secure for Purchaser all rights and benefits under such Contracts or Assumed Liabilities.
