deliver to the Purchaser Sample Clauses
deliver to the Purchaser. 5.2.1.1 (in respect of the Vendors owning Sale Shares) duly executed transfers of all of the Sale Shares set opposite that Vendor's name in column (2) of Schedule 1A in favour of the Purchaser or its nominees together with the relative share certificates;
5.2.1.2 in the case of HSBC, duly executed transfers in respect of all the Loan Notes in favour of the Purchaser or its nominee, together with the Certificates representing the Loan Notes and written resolutions signed by HSBC as the sole holder of all the outstanding Loan Notes, in the approved terms, modifying the terms of the Loan Notes in respect of transfers and the Company's confirmation of its consent to such modifications, in the approved terms;
5.2.1.3 (in respect of the Vendors holding Options) duly executed Option Surrender Agreements together with a banker's draft in respect of any tax liability owing pursuant to the terms of such Option Surrender Agreements;
5.2.1.4 written confirmation from each Vendor that he or it is not aware of any matter or thing which is a material breach of or materially inconsistent with any of the Warranties given by him or it;
5.2.1.5 waiver of all restrictions on transfer by Greenwood, as the registered holder of the Sale Shares set opposite Cazenove's name in column (2) of Schedule 1A;
5.2.1.6 a certified copy of any power of attorney under which any of the documents referred to in this clause 5.2 is executed or evidence satisfactory to the Purchaser of the authority of any person signing on each Vendor's behalf;
5.2.1.7 a duly executed power of attorney, in the approved terms, in favour of the Purchaser or such person as may be nominated by the Purchaser generally in respect of the Sale Shares and in particular to enable the Purchaser (or its nominees) to attend and vote at General Meetings of the Company;
5.2.1.8 releases duly executed as deeds in the approved terms, releasing the Company and the Subsidiaries from any liability whatsoever (whether actual or contingent) which may be owing to the relevant Vendor by the Company or the Subsidiaries at Completion, save in respect of the Sky Commercial Agreements or in respect of their capacity as Directors, employees or consultants to any member of the Group;
5.2.1.9 a Registration Rights Agreement in the approved terms duly executed by it;
5.2.1.10 a transfer duly executed by AF, and in a form acceptable to the Purchaser, transferring all rights, title and interest in the shares in Static 2358 France Sarl held by A...
deliver to the Purchaser. (1) duly executed transfers of the Sale Shares by the registered holders thereof in favour of the Purchaser or its nominees together with the relative share certificates;
(2) such waivers and consents as the Purchaser may reasonably require to enable the Purchaser or its nominees to be registered as the holder of the Sale Shares;
(3) irrevocable powers of attorney in the agreed terms executed by each of the Vendors in favour of the Purchaser to enable the Purchaser (pending registration of the transfers of Sale Shares) to exercise all voting and other rights attaching to the Sale Shares and to appoint proxies for this purpose;
deliver to the Purchaser. (1) A duly executed transfer of the Shares by the registered holders in favour of the Purchaser or its nominees together with the relevant share certificates;
deliver to the Purchaser. (1) certificates from each of the banks at which the Company maintains an account of the amount standing to the credit or debit of all such accounts as at the close of business on the last Business Day prior to Completion;
(2) the cash book balances of the Company as at Completion with statements reconciling such cash book balances and the relevant cheque books with the balances on the bank accounts of the Company as shown by the Certificates referred to in (1) above;
(3) the cheque books relating to all the bank accounts of the Company together with confirmation that no cheques have been written by the Company since preparation of the statements referred to in Clause (2) above;
(4) written confirmation in the agreed terms from each of the Vendors that there are no amounts owing to or subsisting guarantees given by the Company in their favour or in favour of any person connected with them or vice versa other than amounts due to them in respect of their employment with the Company and any amount due to Xxxxxxx Xxxxxx XxXxxx in connection with the Lease in accordance with their terms and all which amounts are Disclosed.
deliver to the Purchaser. 5.2.1.1 duly executed transfers and sold notes in respect of all of the Sale Shares in favour of the Purchaser or its nominees together with the relative share certificates together with a cheque for HK$7,500 in respect of the Vendors' 50% share of stamp duty drawn in favour of the Government of the Hong Kong Special Administrative Region and the Vendors undertake to pay forthwith half of any additional stamp duty which may be imposed in respect of such transfers of the Sale Shares;
5.2.1.2 such waivers or consents as the Purchaser may reasonably require to enable the Purchaser or its nominees to be registered as holders of any of the Sale Shares;
5.2.1.3 the Deed of Indemnity duly executed by the Vendors and the Company;
5.2.1.4 a letter of resignation of the Auditors as the auditors of the Company, in the approved terms, such resignation to contain a statement in accordance with Section 140A of the Companies Ordinance that there are no circumstances connected with their resignation which they consider should be brought to the attention of the members or creditors of the Company;
5.2.1.5 the title deeds, Leases and all other relevant deeds, documents and correspondence relating to the Properties;
5.2.1.6 all the statutory and other books and records (including
deliver to the Purchaser. 3.1.1 duly executed copies of irrevocable transfer instruction slips, in the prescribed form, dated as of the First Closing Date, addressed to and duly acknowledged by their respective depository participants for the transfer of their respective First Closing Sale Shares to the Purchaser DP Account; and
3.1.2 evidence of filing, and acceptance by the relevant authority, of Form FC-TRS prescribed under the Exchange Control Regulations, for the transfer of the respective First Closing Sale Shares from each Seller;
deliver to the Purchaser. (A) duly executed instruments of transfers in respect of the Shares in favour of the Purchaser and share certificates for the Shares in the name of the Purchaser;
(B) such waivers or consents as the Purchaser may require to enable the Purchaser to be registered as holder of the Shares;
(C) a copy of the board minutes of the Seller or an extract thereof authorising the execution and performance by the Seller of its obligations under this Agreement (or any agreement to be entered into pursuant to this Agreement) (certified by a director or company secretary of the Seller as true and correct); and
(D) counterparts of each of the Services Agreements in the agreed form, duly executed by the Seller or a relevant member of the Retained Group (as applicable).
deliver to the Purchaser those Business Records transferred under clause 2;
deliver to the Purchaser. 6.2.1.1 duly executed transfers of the Shares in favour of the Purchaser or the Purchaser's nominee(s) together with the share certificates therefor or an indemnity in a form acceptable to the Purchaser in the case of any missing share certificates;
6.2.1.2 the Certificate(s) of Incorporation, the Common Seal (if any), Minute Book, Register of Members (duly written up to date), and all other statutory records and other documents and papers of the Company;
6.2.1.3 confirmations in agreed form duly executed by each of the Vendors to the effect that (except as expressly therein mentioned) he has no claim on any account whatsoever against the Company and that it is not in any way indebted to him;
6.2.1.4 a statement showing the balances on all bank accounts of the Company at the latest practicable date prior to Completion together with a list of all sums received and cheques drawn in excess of (pound)250 for any one item since the date of the relevant statement;
6.2.1.5 the Tax Deed duly executed by or on behalf of each of the Covenantors therein mentioned;
6.2.1.6 the Service Agreements duly executed by each of Xx Xxxxxxx, Xx Xxxxxx, Xx Xxxxxxxxxxxx and Xx Xxxxxxx.