First Completion. 8.1 Subject to Clause 3.2, First Completion shall take place at the offices of NewLead at 12:00 on the Business Day immediately following the satisfaction and/or waiver of all of the Conditions or such later date as the Parties may agree (the "First Completion Date").
8.2 On the First Completion Date, the Vendors shall deliver (where appropriate as agent for each of the Companies) to the Purchaser:
(a) duly completed stock transfer forms in respect of the Sale Shares duly executed by the Vendors respectively in favour of the Purchaser or as it may direct;
(b) certificates for the Sale Shares (or an indemnity in lieu thereof) and any other documents which may be required to give good title to the Sale Shares and to enable the Purchaser to procure registration of the same in its name or as it may direct, together with any waivers, consents and other documents as may be required to enable the Purchaser to be registered or recorded as the holder of the Sale Shares;
(c) the resignations of each of the directors (other than those requested in writing by the Purchaser to remain) and the secretary of each of the Companies in the agreed form confirming that each such director and/or secretary have no claims against any of the Companies;
(d) confirmation by each of the Vendors in the agreed form that the Vendors have no claims against each of the Companies;
(e) each of the Companies' original certificate of incorporation, certificate of incorporation on change of name (if applicable), common seal, statutory registers, minute books, share certificate books and all other books (all duly written up to date);
(f) the resignation of the auditors of each of the Companies together with their confirmation that they have no outstanding claims against the Vendors or the Companies in the agreed form together with a duplicate;
(g) evidence that all bank account signatories and bank mandates issued in favour of any person prior to the First Completion Date in connection with any account opened in the name of any of the Companies and/or in connection with any of the Vessels (whether held with a Mortgagee Bank or any other bank or financial institution) have each been revoked and cease to have any effect and such other persons (as the Purchaser may direct) have been appointed and duly authorised as account signatories to all the accounts of any of the Companies, together with any waivers, consents and other documents as may be required to enable the Purchaser to effect such change...
First Completion. Completion shall take place on the First Completion Date at the offices of the Purchaser’s Solicitors at 00/X, Xxxxxxx Xxxxx, Xxx Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxx Kong.
First Completion. Subject to clause 7.2 and the satisfaction or waiver (where permitted by clause 5.5) of the Conditions, First Completion shall take place at the offices of Cxxxxx (UK) LLP at 4 p.m. BST on 16 January 2017, or such earlier date, time and/or place as may be notified by the Purchaser to the Seller. On First Completion:
(A) the Parties shall comply with their respective obligations set out in Part A of Schedule 5; and
(B) BGL shall, if any Consideration Shares are to be issued to any Sellers as part or full satisfaction of the First Consideration, deliver to the Sellers satisfactory evidence of the issue of the Consideration Shares to the Sellers (for which purpose, without limitation, a copy of the board minutes of BGL authorising the issue shall be deemed satisfactory for the purposes of this clause); and
(C) the Purchaser shall pay or procure the payment of such part of the First Consideration to be satisfied in cash by way of electronic transfer for same day value to the Sellers.
First Completion. First Completion shall be conducted by remote exchange of documents or electronic documents on the later of (i) the Planned First Completion Date and (ii) the third (3th) Business Day after satisfaction or waiver of all of the First Completion Conditions and the conditions set forth Section 3.2 (except for those conditions which by their nature may not be satisfied until First Completion, but subject to the satisfaction or waiver thereof at First Completion), or at such other time as the Issuer and PAG may mutually agree in writing. The Issuer shall promptly notify PAG in writing after satisfaction of all of the First Completion Conditions (except for those conditions which by their nature may not be satisfied until First Completion, and for such purpose, disregarding any requirement that any First Completion Condition is subject to satisfaction of PAG).
First Completion. At First Completion:
(i) the Issuer shall deliver to PAG:
(1) the duly authorized and executed Note, in a principal amount equal to the Principal Amount, payable to the order of and registered in the name of PAG; and
(2) copies of the updated registers of directors of each of the Company, Bidco, TLC and the Issuer contemplated by Sections 3.1(s) and 3.1(t); and
(ii) PAG shall pay the Note Purchase Price by wire transfer of immediately available funds to a bank account of the Company maintained at the Escrow Bank, provided that details of such bank account shall be notified by the Issuer to PAG at least three (3) Business Days prior to the First Completion Date. The Company and Bidco shall cause the Escrow Bank to immediately transfer the full amount of such funds received from PAG to the Bidco Escrow Account under the Company Loan and then to the Paying Agent under the Paying Agent Agreement, and shall set up written instructions and arrangement with the Escrow Bank that are reasonably satisfactory to PAG prior to the First Completion. The payment from PAG to the bank account of the Company shall constitute full payment of the Note Purchase Price by PAG under this Agreement and full funding of the loan under the Issuer Loan. PAG and Bidco will discuss in good faith with the Paying Agent as to the reasonable payment arrangement and wiring schedule as the Paying Agent deems reasonably necessary to fulfil its obligations as a Paying Agent.
First Completion. 4.1 Completion of the sale and purchase of the Assets (other than the Brazilian Assets) and of the partial spin-off of Croda do Brasil followed by the contribution of the Brazilian Assets to the corporate capital of Croda Adesivos do Brasil shall take place on the First Completion Date at the offices of Slauxxxxx xxx May at Avenxx xx Xxxxxxxxxx 000, X-0000 Xxxxxxxx, Xxxxxxx xxx at such other places as are specified in Schedule 1 (First Completion Arrangements).
4.2 At First Completion each of Croda International, Croda do Brasil, the Purchaser and Croda Adesivos do Brasil shall do, or procure the doing of, all those things respectively listed in relation to them in Schedule 1 (First Completion Arrangements).
4.3 None of Croda International, Croda do Brasil, the Purchaser or Croda Adesivos do Brasil shall be obliged to complete the sale and purchase of the Assets (other than the Brazilian Assets) or, as the case may be, the partial spin-off of Croda do Brasil followed by the contribution of the Brazilian Assets to the corporate capital of Croda Adesivos do Brasil unless all of the requirements set out in Schedule 1 (First Completion Arrangements) have been complied with.
4.4 If the respective obligations of Croda International, Croda do Brasil, the Purchaser and Croda Adesivos do Brasil under sub-clause 4.2 and Schedule 1 (First Completion Arrangements) are not complied with on the First Completion Date, Croda International or the Purchaser as the case may be, may elect to:-
(A) defer First Completion (so that the provisions of this Clause 4 shall apply to First Completion as so deferred) to a day being no later than 20 Business Days after the First Completion Date or such other date as Croda International and the Purchaser may agree; or
(B) proceed to First Completion as far as practicable (without limiting its rights under this Agreement); or
(C) treat this Agreement as terminated for breach of a condition.
4.5 Payment by telegraphic transfer (through the CHAPS system) for the amount stated in sub-clause 3.1 in accordance with Schedule 1 (First Completion Arrangements) shall constitute payment of the consideration for the Assets (other than the Brazilian Assets) and shall discharge the obligations of the Purchaser under Clause 2 (Sale and Purchase).
First Completion. Completion shall take place at the offices of KLegal, Solicitors, 0-0 Xxxxxx Xxxx, Xxxxxx, XX0X 0XX immediately following execution hereof by all the parties (or at such other place or date as the parties may agree) and at First Completion all but not some only of the following shall take place (to the extent that they have not taken place prior to First Completion):
First Completion. 5.1 First Completion shall take place at Xxxxx Xxxxx JSM at 16th – 19th Floors, Prince’s Xxxxxxxx, 00 Xxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx (or at such other place as the Original Shareholders may agree in writing) on the fifth Business Day following satisfaction or waiver of the First Completion Conditions (or on such other date as the Original Shareholders may agree in writing) (the “First Completion Date”).
5.2 At First Completion:
First Completion. Completion shall take place at the offices of the Parent’s Solicitors on the date falling 20 Business Days after the date on which the last of the Conditions is satisfied (or, in the case of the Condition in clause 6.1(c), satisfied or waived in accordance with clause 6.1), or at such other place and date as agreed in writing between the Parties.
First Completion. 2.1.1 The First Completion shall take place on the [fifth] Business Day after all conditions precedent set forth in Clause 2.1.2 hereof applicable to the First Completion (except for such closing conditions that will be fulfilled at the First Completion, but nonetheless subject to the satisfaction or waiver thereof at the First Completion) have been fulfilled or waived (or such other time and place as the Purchaser agrees) (the “First Completion”, and the date of the First Completion, the “First Completion Date”).
2.1.2 Conditions precedent to First Completion Subject to the terms hereof, the obligation of the Purchaser to purchase the First Purchased Shares at the First Completion is subject to the fulfillment, prior to the First Completion, to the satisfaction of the Purchaser, of the following conditions:
(i) the Company shall have provided the Purchaser with the research documents in relation to the ingredients and effects of three (3) formulas and the samples of such formulas for testing purpose, and such formulas shall have passed the Purchaser’s test.
(ii) the Company and the existing shareholders of the Company shall have entered into a Shareholders' Agreement in the form and substance satisfactory to the Purchaser and delivered to the Purchaser an original copy duly executed by each of the Company and the existing shareholders of the Company;
(iii) the Seller shall have delivered an instrument of transfer in respect of the First Purchased Shares duly executed and completed in favour of the Purchaser;
(iv) the Warranties set out in Clause 4 shall remain true, complete and accurate in all respects and not misleading in any respect as at the First Completion;
(v) the Company shall have delivered to the Purchaser a copy of the written resolutions passed by the Board, in the form and substance satisfactory to the Purchaser prior to the First Completion, under which the Board shall have:
(a) approved the sale and purchase of the First Purchased Shares credited as fully paid to the Purchaser and the entry of the Purchaser in the Company's electronic register of members in respect thereof;
(b) approved and authorised the execution and delivery to the Purchaser of a share certificate for the First Purchased Shares; and
(c) passed such other resolutions as may be required for the consummation of the transactions as contemplated under this Agreement;
(vi) the Company shall have delivered to the Purchaser a copy of the written resolutions passed by the Shareh...
