COMPLETION1 Sample Clauses
COMPLETION1. 3.1 At Completion the parties shall procure that such [shareholder resolution] and board meetings of [MERANTUN DEVELOPMENT LTD] are held as may be necessary to:
(a) adopt the Articles in agreed form;
(b) give the Directors the authority to allot the Council its share[s] in accordance with clause 3.2;
(c) appoint:
(i) [▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇]Council Directors; and
(ii) [▇▇▇▇▇ ▇▇▇▇▇▇▇▇] as Executive Director;
(d) [resolve that the registered office of [MERANTUN DEVELOPMENT LTD] shall be the Council’s address at the heading of this Agreement];
(e) appoint[PwC] as the auditors of [MERANTUN DEVELOPMENT LTD];
(f) appoint [NAME] as the principal bankers to [MERANTUN DEVELOPMENT LTD]; and
(g) resolve that [MERANTUN DEVELOPMENT LTD’s] Financial Year shall end on 31st March in each year.
3.2 [At Completion:
(a) [MERANTUN DEVELOPMENT LTD] shall issue credited as fully paid one (1) shareto the Council and enter the Council in the register of members of [MERANTUN DEVELOPMENT LTD] as the holder of such share and issue a share certificate to the Council in respect of such share;
(b) in consideration for the issue to the Council of its share, the Council shall:
(i) pay£1 to [MERANTUN DEVELOPMENT LTD];
(ii) enter into the Finance Agreement;
(iii) enter into one or more Land Transfer Agreement(s); 1Please consider whether these details are still correct and confirm the name of the bankers of MERANTUN DEVELOPMENT LTD. .
(iv) provide Support Services to [MERANTUN DEVELOPMENT LTD] in accordance with the terms of the Support Agreement.]2
3.3 [At Completion the parties shall adopt the Business Plan for the Financial Year in which [MERANTUN DEVELOPMENT LTD] is formedin agreed form. The Business Plan shall be revised annually, three calendar months before the end of the relevant Financial Year]3.
3.4 At Completion the parties shall procure that the following agreements are executed in the agreed form:
(a) the Support Agreement;
(b) theFinance Agreement;
(c) the Land Transfer Agreement;
(d) [theSecondment Agreement];
(e) the Directors’ Service Agreements.
3.5 The parties waive, or agree to procure the waiver of, any rights or restrictions which may exist in the Articles or otherwise which may prevent the allotment and issue of the share in [MERANTUN DEVELOPMENT LTD] pursuant to clause 3.2.
